First Lien Security Agreement


 Exhibit 10.3 
  
  
  
 FIRST LIEN SECURITY AGREEMENT

 By 
 SALEM COMMUNICATIONS CORPORATION, 
 as Borrower 
 and 
 THE GUARANTORS PARTY HERETO 
 and 
 BANK OF
AMERICA, N.A., 
 as Administrative Agent 
  
  
 Dated as of December 1, 2009 
  
  
  






 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
		
	 PREAMBLE
	  	1
		
	 RECITALS
	  	1
		
	 AGREEMENT
	  	2
	
	ARTICLE I
	
	DEFINITIONS AND INTERPRETATION
			
	 SECTION 1.1.
	  	 DEFINITIONS
	  	2
	 SECTION 1.2.
	  	 INTERPRETATION
	  	9
	 SECTION 1.3.
	  	 RESOLUTION OF DRAFTING AMBIGUITIES
	  	9
	 SECTION 1.4.
	  	 PERFECTION CERTIFICATE
	  	9
	
	ARTICLE II
	
	GRANT OF SECURITY AND SECURED OBLIGATIONS
			
	 SECTION 2.1.
	  	 GRANT OF SECURITY INTEREST
	  	10
	 SECTION 2.2.
	  	 FILINGS
	  	11
	
	ARTICLE III
	
	 PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
 USE OF PLEDGED COLLATERAL

			
	 SECTION 3.1.
	  	 DELIVERY OF CERTIFICATED SECURITIES COLLATERAL
	  	12
	 SECTION 3.2.
	  	 PERFECTION OF UNCERTIFICATED SECURITIES COLLATERAL
	  	12
	 SECTION 3.3.
	  	 FINANCING STATEMENTS AND OTHER FILINGS; MAINTENANCE OF PERFECTED SECURITY INTEREST
	  	13
	 SECTION 3.4.
	  	 OTHER ACTIONS
	  	13
	 SECTION 3.5.
	  	 JOINDER OF ADDITIONAL GUARANTORS
	  	17
	 SECTION 3.6.
	  	 SUPPLEMENTS; FURTHER ASSURANCES
	  	17
	
	ARTICLE IV
	
	REPRESENTATIONS, WARRANTIES AND COVENANTS
			
	 SECTION 4.1.
	  	 TITLE
	  	18

  

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	 SECTION 4.2.
	  	 VALIDITY OF SECURITY INTEREST
	  	18
	 SECTION 4.3.
	  	 DEFENSE OF CLAIMS; TRANSFERABILITY OF PLEDGED COLLATERAL
	  	18
	 SECTION 4.4.
	  	 OTHER FINANCING STATEMENTS
	  	18
	 SECTION 4.6.
	  	 DUE AUTHORIZATION AND ISSUANCE
	  	19
	 SECTION 4.7.
	  	 CONSENTS, ETC.
	  	19
	 SECTION 4.8.
	  	 PLEDGED COLLATERAL
	  	19
	 SECTION 4.9.
	  	 INSURANCE
	  	19
	 SECTION 4.10.
	  	 NEGATIVE PLEDGE
	  	20
	
	ARTICLE V
	
	CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL
			
	 SECTION 5.1.
	  	 PLEDGE OF ADDITIONAL SECURITIES COLLATERAL
	  	20
	 SECTION 5.2.
	  	 VOTING RIGHTS; DISTRIBUTIONS; ETC.
	  	20
	 SECTION 5.3.
	  	 DEFAULTS, ETC
	  	22
	 SECTION 5.4.
	  	 CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS
	  	22
	
	ARTICLE VI
	
	CERTAIN PROVISIONS CONCERNING INTELLECTUAL
	PROPERTY COLLATERAL
			
	 SECTION 6.1.
	  	 GRANT OF INTELLECTUAL PROPERTY LICENSE
	  	22
	 SECTION 6.2.
	  	 PROTECTION OF ADMINISTRATIVE AGENT’S SECURITY
	  	23
	 SECTION 6.3.
	  	 AFTER-ACQUIRED PROPERTY
	  	23
	 SECTION 6.4.
	  	 LITIGATION
	  	24
	
	ARTICLE VII
	
	CERTAIN PROVISIONS CONCERNING RECEIVABLES
			
	 SECTION 7.1.
	  	 MAINTENANCE OF RECORDS
	  	24
	 SECTION 7.2.
	  	 LEGEND
	  	25
	 SECTION 7.3.
	  	 MODIFICATION OF TERMS, ETC.
	  	25
	 SECTION 7.4.
	  	 COLLECTION
	  	25
	
	ARTICLE VIII
	
	TRANSFERS
			
	 SECTION 8.1.
	  	 TRANSFERS OF PLEDGED COLLATERAL
	  	26

  

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	ARTICLE IX
	
	REMEDIES
			
	 SECTION 9.1.
	  	 REMEDIES
	  	26
	 SECTION 9.2.
	  	 NOTICE OF SALE
	  	28
	 SECTION 9.3.
	  	 WAIVER OF NOTICE AND CLAIMS
	  	28
	 SECTION 9.4.
	  	 CERTAIN SALES OF PLEDGED COLLATERAL
	  	28
	 SECTION 9.5.
	  	 NO WAIVER; CUMULATIVE REMEDIES
	  	29
	 SECTION 9.6.
	  	 CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY
	  	30
	 SECTION 9.7.
	  	 REGARDING FCC LICENSES
	  	30
	
	ARTICLE X
	
	APPLICATION OF PROCEEDS
			
	 SECTION 10.1.
	  	 APPLICATION OF PROCEEDS
	  	31
	
	ARTICLE XI
	
	MISCELLANEOUS
			
	 SECTION 11.1.
	  	 CONCERNING ADMINISTRATIVE AGENT
	  	31
	 SECTION 11.2.
	  	 ADMINISTRATIVE AGENT MAY PERFORM; ADMINISTRATIVE AGENT APPOINTED ATTORNEY-IN- FACT
	  	32
	 SECTION 11.3.
	  	 CONTINUING SECURITY INTEREST; ASSIGNMENT
	  	33
	 SECTION 11.4.
	  	 TERMINATION; RELEASE
	  	34
	 SECTION 11.5.
	  	 MODIFICATION IN WRITING
	  	34
	 SECTION 11.6.
	  	 NOTICES
	  	34
	 SECTION 11.7.
	  	 GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL
	  	35
	 SECTION 11.8.
	  	 SEVERABILITY OF PROVISIONS
	  	35
	 SECTION 11.9.
	  	 EXECUTION IN COUNTERPARTS
	  	35
	 SECTION 11.10.
	  	 BUSINESS DAYS
	  	35
	 SECTION 11.11.
	  	 NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION
	  	35
	 SECTION 11.12.
	  	 NO CLAIMS AGAINST ADMINISTRATIVE AGENT
	  	35
	 SECTION 11.13.
	  	 NO RELEASE
	  	35
	 SECTION 11.14.
	  	 OBLIGATIONS ABSOLUTE
	  	36
		
	 SIGNATURES
	  	S-1

  

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	EXHIBIT 1	  	Form of Issuer’s Acknowledgment
	EXHIBIT 2	  	Form of Securities Pledge Amendment
	EXHIBIT 3	  	Form of Copyright Security Agreement
	EXHIBIT 4	  	Form of Patent Security Agreement
	EXHIBIT 5	  	Form of Trademark Security Agreement

  

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 FIRST LIEN SECURITY AGREEMENT 
 This FIRST LIEN SECURITY AGREEMENT dated as of December 1, 2009 (as amended, amended and restated, supplemented or otherwise modified
from time to time in accordance with the provisions hereof, this “Agreement”) made by SALEM COMMUNICATIONS CORPORATION, a Delaware corporation (the “Borrower”), and the Guarantors from to time to time party hereto
(the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a
“Pledgor”), in favor of BANK OF AMERICA, N.A., in its capacity as administrative agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any
successors in such capacities, the “Administrative Agent”). 
 R E C I T
A L S : 
 A. The Borrower, the Guarantors, the Administrative Agent and the lending institutions listed
therein have, in connection with the execution and delivery of this Agreement, entered into that certain credit agreement, dated as of December 1, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”; which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement and any refinancing or replacement of the Credit Agreement (whether under a bank facility,
securities offering or otherwise) or one or more successor or replacement facilities whether or not with a different group of agents or lenders (whether under a bank facility, securities offering or otherwise) and whether or not with different
obligors upon the Administrative Agent’s acknowledgment of the termination of the predecessor Credit Agreement). 
 B. Each
Guarantor has, pursuant to the Guaranty, unconditionally guaranteed the Secured Obligations. 
 C. The Borrower and each
Guarantor will receive substantial benefits from the execution, delivery and performance of the Obligations under the Credit Agreement and the other Loan Documents and each is, therefore, willing to enter into this Agreement. 
 D. This Agreement is given by each Pledgor in favor of the Administrative Agent for the benefit of the Secured Parties (as hereinafter
defined) to secure the payment and performance of all of the Secured Obligations. 
 E. It is a condition to (i) the
obligations of the Lenders to make the Loans under the Credit Agreement, (ii) the obligations of the Issuing Bank to issue Letters of Credit and (iii) the performance of the obligations of the Secured Parties under Secured Hedge Agreements
and Secured Cash Management Agreements that each Pledgor execute and deliver the applicable Loan Documents, including this Agreement. 







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 A G R E E M E N T :

 NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Pledgor and the Administrative Agent hereby agree as follows: 
 ARTICLE I

 DEFINITIONS AND INTERPRETATION 
 SECTION 1.1. Definitions. 
 (a) Unless otherwise defined herein or in the
Credit Agreement, capitalized terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC; provided that in any event, the following terms shall have the meanings assigned to them in the UCC: 

“Accounts”; “Bank”; “Chattel Paper”; “Commercial Tort Claim”;
“Commodity Account”; “Commodity Contract”; “Commodity Intermediary”; “Documents”; “Electronic Chattel Paper”; “Entitlement Order”;
“Equipment”; “Financial Asset”; “Fixtures”; “Goods”, “Inventory”; “Letter-of-Credit Rights”; “Letters of Credit”;
“Money”; “Payment Intangibles”; “Proceeds”; “ Records”; “Securities Account”; “Securities Intermediary”; “Security Entitlement”;
“Supporting Obligations”; and “Tangible Chattel Paper.” 
 (b) Terms used but not otherwise
defined herein that are defined in the Credit Agreement shall have the meanings given to them in the Credit Agreement. 
 (c)
The following terms shall have the following meanings: 
 “Account Debtor” shall mean each person who is
obligated on a Receivable or Supporting Obligation related thereto. 
 “Administrative Agent” shall have the
meaning assigned to such term in the Preamble hereof. 
 “Agreement” shall have the meaning assigned to such
term in the Preamble hereof. 
 “Borrower” shall have the meaning assigned to such term in the Preamble hereof.

 “Collateral Support” shall mean all property (real or personal) assigned, hypothecated or otherwise securing
any Pledged Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property. 







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 “Commodity Account Control Agreement” shall mean a control agreement in a
form that is reasonably satisfactory to the Administrative Agent establishing the Administrative Agent’s Control with respect to any Commodity Account. 
 “Contracts” shall mean, collectively, with respect to each Pledgor, all sale, service, performance, equipment or property lease contracts, agreements and grants and all other contracts,
agreements or grants (in each case, whether written or oral, or third party or intercompany), between such Pledgor and any third party, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications
thereof. 
 “Control” shall mean (i) in the case of each Deposit Account, “control,” as such
term is defined in Section 9-104 of the UCC, (ii) in the case of any Security Entitlement, “control,” as such term is defined in Section 8-106 of the UCC, and (iii) in the case of any Commodity Contract,
“control,” as such term is defined in Section 9-106 of the UCC. 
 “Control Agreements” shall
mean, collectively, the Deposit Account Control Agreement, the Securities Account Control Agreement and the Commodity Account Control Agreement. 
 “Copyrights” shall mean, collectively, with respect to each Pledgor, all copyrights (whether statutory or common law, whether established or registered in the United States or any other
country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished) and all copyright registrations and applications made by such Pledgor, in each case, whether now owned or hereafter created or
acquired by or assigned to such Pledgor, together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of such copyrights, (ii) reissues, renewals, continuations and extensions
thereof and amendments thereto, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including damages and payments for past, present or future infringements thereof,
(iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present or future infringements thereof. 
 “Copyright Security Agreement” shall mean an agreement substantially in the form of Exhibit 3 hereto. 
 “Credit Agreement” shall have the meaning assigned to such term in Recital A hereof. 
 “Deposit Account Control Agreement” shall mean an agreement in a form that is reasonably satisfactory to the Administrative
Agent establishing the Administrative Agent’s Control with respect to any Deposit Account. 
 “Deposit
Accounts” shall mean, collectively, with respect to each Pledgor, (i) all “deposit accounts” as such term is defined in the UCC and in any event shall include the LC Account and all accounts and sub-accounts relating to any
of the foregoing accounts and (ii) all








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cash, funds, checks, notes and instruments from time to time on deposit in any of the accounts or sub-accounts described in clause (i) of this definition. 
 “Distributions” shall mean, collectively, with respect to each Pledgor, all dividends, cash, options, warrants, rights,
instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged
Securities, from time to time received, receivable or otherwise distributed to such Pledgor in respect of or in exchange for any or all of the Pledged Securities or Intercompany Notes. 
 “Excluded Property” shall mean 
 (a) any rights or interest in any lease, contract, license or license agreement covering personal property or Real Property
of any Pledgor, so long as under the terms of such lease, contract, license or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein to the Administrative Agent is prohibited (or would render
such lease, contract, license or license agreement cancelled, invalid or unenforceable) and such prohibition has not been or is not waived or the consent of the other party to such lease, contract, license or license agreement has not been or is not
otherwise obtained; provided, that, this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under the UCC or other applicable law or so as to limit, impair or otherwise affect the Administrative Agent’s
unconditional continuing security interests in and liens upon any rights or interests of the applicable Pledgor in or to monies due or to become due to the applicable Pledgor under any such lease, contract, license or license agreement (including
any receivables); 
 (b) assets owned by any Pledgor on the date hereof or hereafter acquired and any proceeds
thereof that are subject to a Lien securing a purchase money obligation or Capitalized Lease obligation permitted to be incurred pursuant to the provisions of the Credit Agreement to the extent and for so long as the contract or other agreement in
which such Lien is granted (or the documentation providing for such purchase money obligation or Capitalized Lease obligation) validly prohibits the creation of any other Lien on such assets and proceeds; 
 (c) any property of a person existing at the time such person is acquired or merged with or into or consolidated with any
Pledgor that is subject to a Lien permitted by Section 7.01 of the Credit Agreement not created in anticipation or contemplation of such acquisition to the extent and for so long as the contract or other agreement in which such Lien is granted
validly prohibits the creation of any other Lien on such property; 
 (d) any Equity Interests of a Foreign
Subsidiary to the extent and for so long as the pledge thereof to the Administrative Agent would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Code; provided that this
clause (d) shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code)








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representing 66% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary,
except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this clause (d); 
 (e) any intent-to-use trademark application to the extent and for so long as creation by a Pledgor of a security interest
therein would result in the loss by such Pledgor of any material rights therein; 
 (f) any (i) individual
parcel of leased Real Property, or (ii) individual parcel of owned Real Property of any Pledgor having an appraised fair market value of less than $2,000,000; and 
 (g) any Equity Interests (other than any Equity Interests of a wholly owned Subsidiary of the Borrower or any Guarantor) to
the extent such grant of a security interest is prohibited by a joint venture, shareholder or similar agreement entered into in connection with the acquisition of such Equity Interests so long as such agreement is entered into for valid business
reasons; 
 provided, however, that Excluded Property shall not include any Proceeds, substitutions or replacements of any
Excluded Property referred to in clause (a), (b), (c), (d), (e), (f) or (g) (unless such Proceeds, substitutions or replacements would constitute Excluded Property referred to in clauses (a), (b), (c), (d), (e), (f) or (g)).

 “General Intangibles” shall mean, collectively, with respect to each Pledgor, all “general
intangibles,” as such term is defined in the UCC, of such Pledgor and, in any event, shall include (i) all of such Pledgor’s rights, title and interest in, to and under all Contracts and insurance policies (including all rights
and remedies relating to monetary damages, including indemnification rights and remedies, and claims for damages or other relief pursuant to or in respect of any Contract), (ii) all know-how and warranties relating to any of the Pledged
Collateral or the Mortgaged Property, (iii) any and all other rights, claims, choses-in-action and causes of action of such Pledgor against any other person and the benefits of any and all collateral or other security given by any other person
in connection therewith, (iv) all guarantees, endorsements and indemnifications on, or of, any of the Pledged Collateral or any of the Mortgaged Property, (v) all lists, books, records, correspondence, ledgers, printouts, files (whether in
printed form or stored electronically), tapes and other papers or materials containing information relating to any of the Pledged Collateral or any of the Mortgaged Property, including all customer or tenant lists, identification of suppliers, data,
plans, blueprints, specifications, designs, drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing standards, performance standards, catalogs, research data, computer and
automatic machinery software and programs and the like, field repair data, accounting information pertaining to such Pledgor’s operations or any of the Pledged Collateral or any of the Mortgaged Property and all media in which or on which any
of the information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of








 -6- 
  

 
such information, knowledge, records or data, (vi) all licenses, consents, permits, variances, certifications, authorizations and approvals, however characterized, now or hereafter acquired
or held by such Pledgor, including building permits, certificates of occupancy, environmental certificates, industrial permits or licenses and certificates of operation and (vii) all rights to reserves, deferred payments, deposits, refunds,
indemnification of claims and claims for tax or other refunds against any Governmental Authority. 
 “Goodwill”
shall mean, collectively, with respect to each Pledgor, the goodwill connected with such Pledgor’s business including all goodwill connected with (i) the use of and symbolized by any Trademark or Intellectual Property License with respect
to any Trademark in which such Pledgor has any interest, (ii) all know-how, trade secrets, customer and supplier lists, proprietary information, inventions, methods, procedures, formulae, descriptions, compositions, technical data, drawings,
specifications, name plates, catalogs, confidential information and the right to limit the use or disclosure thereof by any person, pricing and cost information, business and marketing plans and proposals, consulting agreements, engineering
contracts and such other assets which relate to such goodwill and (iii) all product lines of such Pledgor’s business. 
 “Guarantors” shall have the meaning assigned to such term in the Preamble hereof. 
 “Instruments” shall mean, collectively, with respect to each Pledgor, all “instruments,” as such term is defined in Article 9, rather than Article 3, of the UCC, and shall include all promissory notes,
drafts, bills of exchange or acceptances. 
 “Intellectual Property Collateral” shall mean, collectively, the
Patents, Trademarks, Copyrights, Intellectual Property Licenses and Goodwill. 
 “Intellectual Property
Licenses” shall mean, collectively, with respect to each Pledgor, all license and distribution agreements with, and covenants not to sue, any other party with respect to any Patent, Trademark or Copyright or any other patent, trademark or
copyright, whether such Pledgor is a licensor or licensee, distributor or distributee under any such license or distribution agreement, together with any and all (i) renewals, extensions, supplements and continuations thereof, (ii) income,
fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements or violations thereof, (iii) rights to sue for past,
present and future infringements or violations thereof and (iv) other rights to use, exploit or practice any or all of the Patents, Trademarks or Copyrights or any other patent, trademark or copyright. 
 “Intercompany Notes” shall mean, with respect to each Pledgor, all intercompany notes described in Schedule 10
to the Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions,
renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof. 







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 “Intercreditor Agreement” shall mean that certain intercreditor agreement,
dated as of December 1, 2009 among the Borrower, Bank of America, N.A., as First-Lien Agent and Control Agent and The Bank of New York Trust Company, N.A., as Second Lien Collateral Agent substantially in the form of Exhibit L to the Credit
Agreement, as it may be amended, restated, supplemented or modified from time to time. 
 “Investment Property”
shall mean a security, whether certificated or uncertificated, Security Entitlement, Securities Account, Commodity Contract or Commodity Account, excluding, however, the Securities Collateral. 
 “LC Account” shall mean any account established and maintained in accordance with the provisions of
Section 2.03(g) of the Credit Agreement and all property from time to time on deposit in such LC Account. 
 “Loan Party Intercompany Notes” shall mean Intercompany Notes for which the obligor is a Loan Party. 
 “Material Intellectual Property Collateral” shall mean any Intellectual Property Collateral that is material to the business, results of operations, prospects or condition, financial or otherwise, of the Pledgors, taken as
a whole. 
 “Mortgaged Property” shall have the meaning assigned to such term in the Credit Agreement.

 “Patents” shall mean, collectively, with respect to each Pledgor, all patents issued or assigned to, and all
patent applications and registrations made by, such Pledgor (whether established or registered or recorded in the United States or any other country or any political subdivision thereof), together with any and all (i) rights and privileges
arising under applicable law with respect to such Pledgor’s use of any patents, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part
thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements thereof,
(v) rights corresponding thereto throughout the world and (vi) rights to sue for past, present or future infringements thereof. 
 “Patent Security Agreement” shall mean an agreement substantially in the form of Exhibit 4 hereto. 
 “Pledge Amendment” shall have the meaning assigned to such term in Section 5.1 hereof. 
 “Pledged Collateral” shall have the meaning assigned to such term in Section 2.1 hereof. 







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 “Pledged Securities” shall mean, collectively, with respect to each
Pledgor, in each case other than Excluded Property, (i) all issued and outstanding Equity Interests of each issuer set forth on Schedules 9(a) and 9(b) to the Perfection Certificate as being owned by such Pledgor and all options,
warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Equity
Interests in each such issuer or under any Organization Document of each such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any
financial intermediary pertaining to such Equity Interests, (ii) all Equity Interests of any issuer, which Equity Interests are hereafter acquired by such Pledgor (including by issuance) and all options, warrants, rights, agreements and
additional Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests or under any Organization
Document of any such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests,
from time to time acquired by such Pledgor in any manner, and (iii) all Equity Interests issued in respect of the Equity Interests referred to in clause (i) or (ii) upon any consolidation or merger of any issuer of such Equity
Interests. 
 “Pledgor” shall have the meaning assigned to such term in the Preamble hereof. 
 “Receivables” shall mean all (i) Accounts, (ii) Chattel Paper, (iii) Payment Intangibles, (iv) General
Intangibles, (v) Instruments and (vi) all other rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered,
regardless of how classified under the UCC together with all of Pledgors’ rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Records
relating thereto. 
 “Secured Parties” shall mean, collectively, the Administrative Agent, the Lenders, the L/C
Issuer, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05 of the Credit Agreement, and the other Persons the Obligations owing to which
are or are purported to be secured by the Collateral under the terms of the Collateral Documents (other than the Intercreditor Agreement). 
 “Securities Account Control Agreement” shall mean an agreement in a form that is reasonably satisfactory to the Administrative Agent establishing the Administrative Agent’s Control
with respect to any Securities Account. 
 “Securities Act” shall mean the Securities Act of 1933, as amended.

 “Securities Collateral” shall mean, collectively, the Pledged Securities, the Intercompany Notes and the
Distributions. 







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 “Trademarks” shall mean, collectively, with respect to each Pledgor, all
trademarks (including service marks), slogans, logos, certification marks, trade dress, uniform resource locations (URL’s), domain names, corporate names and trade names, whether registered or unregistered, owned by or assigned to such Pledgor
and all registrations and applications for the foregoing (whether statutory or common law and whether established or registered in the United States or any other country or any political subdivision thereof), together with any and all
(i) rights and privileges arising under applicable law with respect to such Pledgor’s use of any trademarks, (ii) reissues, continuations, extensions and renewals thereof and amendments thereto, (iii) income, fees, royalties,
damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and
(v) rights to sue for past, present and future infringements thereof. 
 “Trademark Security Agreement”
shall mean an agreement substantially in the form of Exhibit 5 hereto. 
 “UCC” shall mean the
Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Administrative
Agent’s and the Secured Parties’ security interest in any item or portion of the Pledged Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall
mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions. 
 SECTION 1.2. Interpretation. The rules of interpretation specified in the Credit Agreement (including Section 1.02
thereof) shall be applicable to this Agreement. 
 SECTION 1.3. Resolution of Drafting Ambiguities. Each Pledgor
acknowledges and agrees that it was represented by counsel in connection with the execution and delivery hereof, that it and its counsel reviewed and participated in the preparation and negotiation hereof and that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party (i.e., the Administrative Agent) shall not be employed in the interpretation hereof. 
 SECTION 1.4. Perfection Certificate. The Administrative Agent and each Secured Party agree that the Perfection Certificate and all descriptions of Pledged Collateral, schedules, amendments and
supplements thereto are and shall at all times remain a part of this Agreement. 







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 ARTICLE II 
 GRANT OF SECURITY AND SECURED OBLIGATIONS 
 SECTION 2.1. Grant of Security
Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Administrative Agent for the benefit of the Secured Parties, a lien on and security interest
in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):

  

	 	(i)	all Accounts; 

  

	 	(ii)	all Equipment, Goods, Inventory and Fixtures; 

  

	 	(iii)	all Documents, Instruments and Chattel Paper; 

  

	 	(iv)	all Letters of Credit and Letter-of-Credit Rights; 

  

	 	(v)	all Securities Collateral; 

  

	 	(vi)	all Investment Property; 

  

	 	(vii)	all Intellectual Property Collateral; 

  

	 	(viii)	the Commercial Tort Claims described on Schedule 12 to the Perfection Certificate; 

  

	 	(ix)	all General Intangibles; 

  

	 	(x)	all Money and all Deposit Accounts; 

  

	 	(xi)	all Supporting Obligations; 

  

	 	(xii)	all books and records relating to the Pledged Collateral; 

  

	 	(xiii)	 all rights under or relating to any license or authorization issued by the Federal Communications Commission (“FCC”) (collectively, “FCC
Licenses”) and the proceeds thereof, provided that such security interest does not include at any time any FCC License to the extent (but only to the extent) and for so long as that at such time a Secured Party may not validly possess a
security interest directly in the FCC License pursuant to applicable federal law, including the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, as in effect at such time, but such security
interest does include at all times










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all rights incident and appurtenant to the FCC Licenses and proceeds of the FCC Licenses, and the right to receive all monies, consideration and proceeds derived from or in connection with the
sale, assignment, transfer or other disposition of the FCC Licenses; and 


  

	 	(xiv)	to the extent not covered by clauses (i) through (xiii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all
Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to
such Pledgor from time to time with respect to any of the foregoing. 

 Notwithstanding anything to the contrary
contained in clauses (i) through (xiv) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from
time to time at the request of the Administrative Agent give written notice to the Administrative Agent identifying in reasonable detail the Excluded Property and shall provide to the Administrative Agent such other information regarding the
Excluded Property as the Administrative Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a
provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Administrative Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of
such type. 
 SECTION 2.2. Filings. (a) Each Pledgor hereby irrevocably authorizes the Administrative Agent at any
time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable
jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such
Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now
owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted
or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Administrative Agent promptly upon
request by the Administrative Agent. 
 (b) Each Pledgor hereby ratifies its authorization for the Administrative Agent to file
in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. 







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 (c) Each Pledgor hereby further authorizes the Administrative Agent to file filings with the
United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the
Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor,
as debtor, and the Administrative Agent, as secured party. 
 ARTICLE III 
 PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; 
 USE OF PLEDGED COLLATERAL 
 SECTION 3.1. Delivery of Certificated Securities
Collateral. Each Pledgor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities Collateral in existence on the date hereof have been delivered to the Administrative Agent in suitable
form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Administrative Agent has a perfected first priority security interest therein. Each Pledgor hereby agrees that all
certificates, agreements or instruments representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof shall promptly (but in any event within thirty (30) days after receipt thereof by such Pledgor) be delivered
to and held by or on behalf of the Administrative Agent pursuant hereto. The requirements in the preceding two sentences shall not apply (i) to the extent that the face value of the Securities Collateral (other than any Subsidiary Equity
Interests) does not exceed $1,000,000 in the aggregate for all Pledgors or (ii) to the Loan Party Intercompany Notes. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly
executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of
Default, to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities
Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange certificates representing or
evidencing Securities Collateral for certificates of smaller or larger denominations. 
 SECTION 3.2. Perfection of
Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Administrative Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on
the date hereof. Each Pledgor hereby agrees that if any of the Pledged Securities issued by a Subsidiary of the Borrower are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by
applicable law, (i) cause the issuer to execute and








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deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 hereto or such other form that is reasonably
satisfactory to the Administrative Agent, (ii) if necessary or desirable to perfect a security interest in such Pledged Securities, cause such pledge to be recorded on the equityholder register or the books of the issuer, execute any customary
pledge forms or other documents necessary or appropriate to complete the pledge and give the Administrative Agent the right to transfer such Pledged Securities under the terms hereof, and (iii) after the occurrence and during the continuance of
any Event of Default, upon request by the Administrative Agent, (A) cause the Organization Documents of each such issuer that is a Subsidiary of the Borrower to be amended to provide that such Pledged Securities shall be treated as
“securities” for purposes of the UCC and (B) cause such Pledged Securities to become certificated and delivered to the Administrative Agent in accordance with the provisions of Section 3.1. 
 SECTION 3.3. Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants
that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Administrative Agent in respect of the Pledged Collateral have been delivered to the Administrative Agent in
completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 6 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense
of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected first priority security interest subject only to Permitted Liens. 
 SECTION 3.4. Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the
Administrative Agent to enforce, the Administrative Agent’s security interest in the Pledged Collateral, each Pledgor represents and warrants (as to itself) as follows and agrees, in each case at such Pledgor’s own expense, to take the
following actions with respect to the following Pledged Collateral: 
 (a) Instruments and Tangible Chattel
Paper. As of the date hereof, no amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in
Schedule 10 to the Perfection Certificate. Each Instrument and each item of Tangible Chattel Paper listed in Schedule 10 to the Perfection Certificate has been properly endorsed, assigned and delivered to the Administrative Agent,
accompanied by instruments of transfer or assignment duly executed in blank. The requirements in the preceding two sentences shall not apply (i) to the extent that the face value of the Instruments and Tangible Chattel Paper does not exceed
$1,000,000 in the aggregate for all Pledgors or (ii) to the Loan Party Intercompany Notes. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and
such amount, together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper not previously delivered to the Administrative Agent exceeds $1,000,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or
Tangible Chattel Paper shall promptly (but in any event within thirty (30) days after receipt thereof) endorse, assign and deliver the same to the








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Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify. 
 (b) Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in
Schedule 13 to the Perfection Certificate. The Administrative Agent has a first priority security interest in each such Deposit Account, which security interest will be, upon the execution and delivery of a Deposit Account Control Agreement
with respect thereto (which execution and delivery is required to be effected within 45 days from the date hereof (which deadline may be extended, in the sole discretion of the Administrative Agent, to up to 270 days from the date hereof)) perfected
by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Administrative Agent 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank,
(2) such Bank shall be reasonably acceptable to the Administrative Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit
Account. The requirements in the preceding two sentences shall not apply to Deposit Accounts (i) in which no Pledgor at any time maintains, or reasonably expects to maintain, a balance in excess of $100,000 or (ii) with a Bank at which the
Pledgors do not at any time maintain, or reasonably expect to maintain, a balance in excess of $500,000 in the aggregate. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the
disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is
continuing. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account such Pledgor shall not give any instructions or orders with respect to such Deposit Account
including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Second Lien Collateral
Agent. 
 (c) Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has
any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. The Administrative Agent has a first priority security interest in each such Securities Account and Commodity Account, which
security interest will be, in the case of Securities Accounts, upon the execution and delivery of a Securities Account Control Agreement with respect thereto (which execution and delivery is required to be effected within 45 days from the date
hereof (which deadline may be extended, in the sole discretion of the Administrative Agent, to up to 270 days from the date hereof)), perfected by Control. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account
with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Administrative Agent 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such
Securities Intermediary or Commodity Intermediary, (2) such








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Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (3) such Securities Intermediary or Commodity Intermediary, as the case may
be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The requirements in the preceding two sentences shall not apply to Securities Accounts
or Commodity Accounts (i) in which no Pledgor at any time maintains, or reasonably expects to maintain, assets with a fair market value in excess of $100,000 or (ii) with a Securities Intermediary or Commodity Intermediary at which the
Pledgors do not at any time maintain, or reasonably expect to maintain, assets with a fair market value in excess of $500,000 in the aggregate. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative
Agent and within three (3) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Administrative
Agent agrees with each Pledgor that the Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold
its consent to the exercise of any withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that
once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with
respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account.
No Pledgor shall grant Control over any Investment Property to any person other than the Administrative Agent and the Second Lien Collateral Agent. 
 (ii) As between the Administrative Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to,
or the destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Administrative Agent, a Securities Intermediary, a Commodity
Intermediary, any Pledgor or any other person. 
 (d) Electronic Chattel Paper and Transferable Records.
As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic
Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule
10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper
or transferable








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record shall promptly notify the Administrative Agent thereof and shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control of such
Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions
Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any
transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $1,000,000 in the aggregate for all Pledgors. The Administrative
Agent agrees with each Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent’s loss of control, for the
Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or
Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with
respect to such Electronic Chattel Paper or transferable record. 
 (e) Letter-of-Credit Rights. If any
Pledgor is at any time a beneficiary under a Letter of Credit now or hereafter issued, such Pledgor shall promptly notify the Administrative Agent thereof and such Pledgor shall, at the request of the Administrative Agent, pursuant to an agreement
in form and substance reasonably satisfactory to the Administrative Agent, either (i) arrange for the issuer and any confirmer of such Letter of Credit to consent to an assignment to the Administrative Agent of the proceeds of any drawing under
the Letter of Credit or (ii) arrange for the Administrative Agent to become the transferee beneficiary of such Letter of Credit, with the Administrative Agent agreeing, in each case, that the proceeds of any drawing under the Letter of Credit
are to be applied as provided in the Credit Agreement. The actions in the preceding sentence shall not be required to the extent that the amount of any such Letter of Credit, together with the aggregate amount of all other Letters of Credit for
which the actions described above in clause (i) and (ii) have not been taken, does not exceed $1,000,000 in the aggregate for all Pledgors. 
 (f) Commercial Tort Claims. As of the date hereof, each Pledgor hereby represents and warrants that it holds no Commercial Tort Claims other than those listed in Schedule 12 to the
Perfection Certificate. If any Pledgor shall at any time hold or acquire a Commercial Tort Claim, such Pledgor shall promptly, and in any event within thirty (30) days, notify the Administrative Agent in writing signed by such Pledgor of the
brief details thereof and grant to the Administrative Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the
Administrative Agent. The








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requirement in the preceding sentence shall not apply to the extent that the amount of such Commercial Tort Claim, together with the amount of all other Commercial Tort Claims held by any Pledgor
in which the Administrative Agent does not have a security interest, does not exceed $1,000,000 in the aggregate for all Pledgors. 
 SECTION 3.5. Joinder of Additional Guarantors. The Pledgors shall cause each Subsidiary of the Borrower which, from time to time, after the date hereof shall be required to pledge any assets to the Administrative Agent for the
benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, to execute and deliver to the Administrative Agent (a) a joinder agreement substantially in the form attached as Exhibit A to the Guaranty and (b) a
Perfection Certificate, in each case, within thirty (30) days of the date on which it was acquired or created and, in each case, upon such execution and delivery, such Subsidiary shall constitute a “Guarantor” and a
“Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such joinder agreement shall not require the consent of any Pledgor hereunder. The
rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement. 
 SECTION 3.6. Supplements; Further Assurances. Each Pledgor shall take such further actions, and execute and/or deliver to the
Administrative Agent such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, as the Administrative Agent may in its reasonable judgment deem necessary or appropriate in order to create,
perfect, preserve and protect the security interest in the Pledged Collateral as provided herein and the rights and interests granted to the Administrative Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm the
validity, enforceability and priority of the Administrative Agent’s security interest in the Pledged Collateral or permit the Administrative Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any Pledged
Collateral, including the filing of financing statements, continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security
interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Administrative Agent and in such offices (including the United States Patent and Trademark Office and the United States
Copyright Office) wherever required by law to perfect, continue and maintain the validity, enforceability and priority of the security interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to
the Administrative Agent hereunder, as against third parties, with respect to the Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor shall make, execute, endorse, acknowledge, file or refile and/or deliver to the
Administrative Agent from time to time upon reasonable request by the Administrative Agent such lists, schedules, descriptions and designations of the Pledged Collateral, copies of warehouse receipts, receipts in the nature of warehouse receipts,
bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other
assurances or instruments as the Administrative Agent shall reasonably request. If an Event of Default has occurred and is continuing, the Administrative








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Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the Administrative Agent may be advised by counsel shall be necessary or expedient
to prevent any impairment of the security interest in or the perfection thereof in the Pledged Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgors. 
 ARTICLE IV 
 REPRESENTATIONS, WARRANTIES AND COVENANTS

 Each Pledgor represents, warrants and covenants as follows: 
 SECTION 4.1. Title. Except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties
pursuant to this Agreement and Permitted Liens, such Pledgor owns and has rights in each item of Pledged Collateral pledged by it hereunder, free and clear of any and all Liens or claims of others. In addition, no Liens or claims exist on the
Securities Collateral, other than as permitted by Section 7.01 of the Credit Agreement. 
 SECTION 4.2. Validity
of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Administrative Agent for the benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged
Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 6 to the Perfection Certificate (to the extent required to be listed on the schedules to
the Perfection Certificate as of the date this representation is made or deemed made), a perfected security interest in all the Pledged Collateral. The security interest and Lien granted to the Administrative Agent for the benefit of the Secured
Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted Liens. 
 SECTION 4.3. Defense of Claims; Transferability of Pledged Collateral. Subject to Section 7.03 of the Credit Agreement,
each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Administrative Agent and the priority thereof against all claims and
demands of all persons, at its own cost and expense, at any time claiming any interest therein adverse to the Administrative Agent or any other Secured Party other than Permitted Liens. There is no agreement, order, judgment or decree, and no
Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise impair or conflict with such Pledgor’s obligations or the rights of the Administrative Agent
hereunder. 
 SECTION 4.4. Other Financing Statements. It has not filed, nor authorized any third party to file (nor will
there be), any valid or effective financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) covering or








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purporting to cover any interest of any kind in the Pledged Collateral, except such as have been filed in favor of the Administrative Agent pursuant to this Agreement or in favor of any holder of
a Permitted Lien with respect to such Lien or financing statements or public notices relating to the termination statements listed on Schedule 8 to the Perfection Certificate. No Pledgor shall execute, authorize or permit to be filed in any
public office any financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) relating to any Pledged Collateral, except financing statements and other statements and instruments filed or
to be filed in respect of and covering the security interests granted by such Pledgor to the holder of the Permitted Liens. 
 SECTION 4.5. Location of Inventory and Equipment. It shall not move any Equipment or Inventory with a fair market value in excess of $1,000,000 in the aggregate to any location, other than any location that is listed in the relevant
Schedules to the Perfection Certificate, unless it shall have given the Administrative Agent not less than 30 days’ prior written notice of its intention so to do, clearly describing such new location and providing such other information in
connection therewith as the Administrative Agent may request. 
 SECTION 4.6. Due Authorization and Issuance. All of the
Pledged Securities issued by any Subsidiary of the Borrower existing on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities issued by any Subsidiary of the Borrower will be, upon such
issuance, duly authorized, validly issued and fully paid and non-assessable to the extent applicable. There is no amount or other obligation owing by any Pledgor to any issuer of the Pledged Securities in exchange for or in connection with the
issuance of the Pledged Securities or any Pledgor’s status as a partner or a member of any issuer of the Pledged Securities. 
 SECTION 4.7. Consents, etc. In the event that the Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any
approvals or consents of any Governmental Authority or any other person therefor, then, upon the reasonable request of the Administrative Agent, such Pledgor agrees to use its commercially reasonable efforts to assist and aid the Administrative
Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers. 
 SECTION 4.8. Pledged Collateral. All information set forth herein, including the schedules hereto, and all information contained in any documents, schedules and lists heretofore delivered to any Secured Party, including the
Perfection Certificate and the schedules thereto, in connection with this Agreement, in each case, relating to the Pledged Collateral, is accurate and complete in all material respects. The Pledged Collateral described on the schedules to the
Perfection Certificate constitutes all of the property of such type of Pledged Collateral owned or held by the Pledgors. 
 SECTION 4.9. Insurance. In the event that the proceeds of any insurance claim are paid to any Pledgor after the Administrative Agent has exercised its right to foreclose after an Event of Default, such Net Cash Proceeds shall be held
in trust for the benefit of the Administrative








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Agent and promptly after receipt thereof shall be paid to the Administrative Agent for application in accordance with the Credit Agreement. 
 SECTION 4.10. Negative Pledge. No Pledgor shall (x) permit any Loan Party Intercompany Note to be subject to any Lien, pledge or
security interest (other than the Liens in favor of the Second Lien Collateral Agent pursuant to the Second Lien Security Agreement for the benefit of the holders of the Senior Notes to the extent subject to the Intercreditor Agreement) or
(y) deliver any such Loan Party Intercompany Note to any person that is not owed money pursuant to such Loan Party Intercompany Note. 
 SECTION 4.11. Charter Covenant and Representation. Within 180 days after the date hereof, any Pledgor that as of the date hereof has the provision listed in Section 102(b)(2) of the Delaware
General Corporation Law in its certificate of incorporation will amend, to the extent permitted by law, such certificate to delete such provision. Except for the clauses referenced in the prior sentence, the Pledgors represent and warrant that none
of them has the provision listed in Section 102(b)(2) of the Delaware General Corporation Law or any similar provision under any other law in its certificate of incorporation or comparable governing document and covenant that they will not put
any such provision in any such document. 
 ARTICLE V 
 CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL 
 SECTION
5.1. Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Administrative Agent and, in the case of any
Pledged Securities or Intercompany Notes (other than Loan Party Intercompany Notes) having a face value in excess of $1,000,000 in the aggregate at any one time outstanding or any Equity Interests of a Subsidiary promptly (but in any event within
thirty (30) days after receipt thereof) deliver to the Administrative Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the
certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the
attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all
Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral. 
 SECTION 5.2. Voting Rights; Distributions; etc. 
 (a) So long as no Event of Default shall have occurred and be continuing: 







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 (i) Each Pledgor shall be entitled to exercise any and all voting and other
consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided,
however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. 
 (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent made in accordance with the provisions
of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Administrative Agent to hold as Pledged Collateral and
shall, if received by any Pledgor, be received in trust for the benefit of the Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days after receipt thereof) delivered
to the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 
 (b) So
long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall,
if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may
reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and
retain pursuant to Section 5.2(a)(ii) hereof. 
 (c) Upon the occurrence and during the continuance of any Event of
Default: 
 (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise
be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to exercise such voting and
other consensual rights. 
 (ii) All rights of each Pledgor to receive Distributions which it would otherwise be
authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to receive and hold
as Pledged Collateral such Distributions. 
 (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and
deliver to the Administrative Agent appropriate instruments as the Administrative Agent may request in order to permit the Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to
Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. 







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 (e) All Distributions which are received by any Pledgor contrary to the provisions of
Section 5.2(a)(ii) hereof shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Administrative Agent as Pledged Collateral
in the same form as so received (with any necessary endorsement). 
 SECTION 5.3. Defaults, etc. Each Pledgor hereby
represents and warrants that (i) such Pledgor is not in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which such Pledgor is a party relating to the Pledged
Securities pledged by it, and such Pledgor is not in violation of any other provisions of any such agreement to which such Pledgor is a party, or otherwise in default or violation thereunder, (ii) no Securities Collateral pledged by such
Pledgor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by any person with respect thereto, and (iii) as of the date hereof, there are no certificates, instruments,
documents or other writings (other than the Organization Documents and certificates representing such Pledged Securities that have been delivered to the Administrative Agent) which evidence any Pledged Securities of such Pledgor. 
 SECTION 5.4. Certain Agreements of Pledgors As Issuers and Holders of Equity Interests. 
 (a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement
relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it. 
 (b) In the case of each Pledgor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Pledgor hereby consents to the extent required by the applicable Organization
Document to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default, to the
transfer of such Pledged Securities to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other
entity with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be. 
 ARTICLE VI 
 CERTAIN PROVISIONS CONCERNING INTELLECTUAL 
 PROPERTY COLLATERAL 
 SECTION 6.1. Grant of Intellectual
Property License. For the purpose of enabling the Administrative Agent, during the continuance of an Event of Default, to exercise








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rights and remedies under Article IX hereof at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Pledgor
hereby grants to the Administrative Agent, to the extent assignable, an irrevocable, non-exclusive license to use, assign, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Pledgor, wherever
the same may be located. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof. 
 SECTION 6.2. Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and
expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in
the United States Patent and Trademark Office or the United States Copyright Office regarding any Material Intellectual Property Collateral, such Pledgor’s right to register such Material Intellectual Property Collateral or its right to keep
and maintain such registration in full force and effect, (ii) maintain all Material Intellectual Property Collateral as presently used and operated, (iii) not permit to lapse or become abandoned any Material Intellectual Property
Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable
business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any Material
Intellectual Property Collateral or the rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (v) not license any
Material Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of the licenses in a manner that materially and adversely
affects the right to receive payments thereunder, or in any manner that would materially impair the value of any Material Intellectual Property Collateral or the Lien on and security interest in the Material Intellectual Property Collateral created
therein hereby, without the consent of the Administrative Agent, (vi) diligently keep adequate records respecting all Material Intellectual Property Collateral and (vii) furnish to the Administrative Agent from time to time upon the
Administrative Agent’s reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to any
Intellectual Property Collateral as the Administrative Agent may from time to time request. 
 SECTION 6.3. After-Acquired
Property. If any Pledgor shall at any time after the date hereof (i) obtain any rights to any additional Intellectual Property Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any
renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, or if any intent-to use trademark application
is no longer subject to clause (e) of the definition of Excluded Property, the provisions hereof shall automatically apply thereto and any such item








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enumerated in the preceding clause (i) or (ii) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the
time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. To the extent that the foregoing relates to Material Intellectual Property Collateral, each Pledgor shall
promptly provide to the Administrative Agent written notice of any of the foregoing and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution
of an instrument in form reasonably acceptable to the Administrative Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Administrative Agent’s security interest in
such Material Intellectual Property Collateral. Further, each Pledgor authorizes the Administrative Agent to modify this Agreement by amending Schedules 11(a) and 11(b) to the Perfection Certificate to include any Intellectual Property
Collateral of such Pledgor acquired or arising after the date hereof. 
 SECTION 6.4. Litigation. Unless there shall
occur and be continuing any Event of Default, each Pledgor shall have the right to commence and prosecute in its own name, as the party in interest, for its own benefit and at the sole cost and expense of the Pledgors, such applications for
protection of the Intellectual Property Collateral and suits, proceedings or other actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value or other damage as are necessary to protect the Intellectual
Property Collateral. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall have the right but shall in no way be obligated to file applications for protection of the Intellectual Property Collateral
and/or bring suit in the name of any Pledgor, the Administrative Agent or the Secured Parties to enforce the Intellectual Property Collateral and any license thereunder. In the event of such suit, each Pledgor shall, at the reasonable request of the
Administrative Agent, do any and all lawful acts and execute any and all documents requested by the Administrative Agent in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify the Administrative Agent for all costs and
expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6.4 in accordance with Section 10.04 of the Credit Agreement. In the event that the Administrative Agent shall elect not to bring
suit to enforce the Intellectual Property Collateral, each Pledgor agrees, at the reasonable request of the Administrative Agent, to take all commercially reasonable actions necessary, whether by suit, proceeding or other action, to prevent the
infringement, counterfeiting, unfair competition, dilution, diminution in value of or other damage to any of the Intellectual Property Collateral by any person. 
 ARTICLE VII 
 CERTAIN PROVISIONS CONCERNING RECEIVABLES 
 SECTION 7.1. Maintenance of Records. Each Pledgor shall keep and maintain at its own cost and expense complete records of each
Receivable, in a manner consistent with prudent business practice, including records of all payments received, all credits granted thereon, all merchandise returned and all other documentation relating thereto. Each Pledgor shall, at








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such Pledgor’s sole cost and expense, upon the Administrative Agent’s demand made at any time after the occurrence and during the continuance of any Event of Default, deliver all
tangible evidence of Receivables, including all documents evidencing Receivables and any books and records relating thereto to the Administrative Agent or to its representatives (copies of which evidence and books and records may be retained by such
Pledgor). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent may transfer a full and complete copy of any Pledgor’s books, records, credit information, reports, memoranda and all other writings
relating to the Receivables to and for the use by any person that has acquired or is contemplating acquisition of an interest in the Receivables or the Administrative Agent’s security interest therein without the consent of any Pledgor.

 SECTION 7.2. Legend. Each Pledgor shall legend, at the request of the Administrative Agent and in form and manner
satisfactory to the Administrative Agent, the Receivables and the other books, records and documents of such Pledgor evidencing or pertaining to the Receivables with an appropriate reference to the fact that the Receivables have been assigned to the
Administrative Agent for the benefit of the Secured Parties and that the Administrative Agent has a security interest therein. 
 SECTION 7.3. Modification of Terms, etc. No Pledgor shall rescind or cancel any obligations evidenced by any Receivable or modify any term thereof or make any adjustment with respect thereto except in the ordinary course of business
or otherwise for a valid business purpose consistent with prudent business practice, or extend or renew any such obligations except in the ordinary course of business or otherwise for a valid business purpose consistent with prudent business
practice or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Receivable or interest therein except in the ordinary course of business consistent with prudent business practice without the prior written
consent of the Administrative Agent. Each Pledgor shall timely fulfill all obligations on its part to be fulfilled under or in connection with the Receivables. 
 SECTION 7.4. Collection. Each Pledgor shall cause to be collected from the Account Debtor of each of the Receivables, as and when due in the ordinary course of business and consistent with prudent
business practice (including Receivables that are delinquent, such Receivables to be collected in accordance with generally accepted commercial collection procedures), any and all amounts owing under or on account of such Receivable, and apply
forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivable, except that any Pledgor may, with respect to a Receivable, allow in the ordinary course of business (i) a refund or credit due as
a result of returned or damaged or defective merchandise and (ii) such extensions of time to pay amounts due in respect of Receivables and such other modifications of payment terms or settlements in respect of Receivables as shall be
commercially reasonable in the circumstances, all in accordance with such Pledgor’s ordinary course of business consistent with its collection practices as in effect from time to time. The costs and expenses (including reasonable and documented
attorneys’ fees) of collection, in any case, whether incurred by any Pledgor, the Administrative Agent or any Secured Party, shall be paid by the Pledgors. 







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 ARTICLE VIII 
 TRANSFERS 
 SECTION 8.1. Transfers of Pledged Collateral. No Pledgor shall
sell, convey, assign or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral pledged by it hereunder except as expressly permitted by the Credit Agreement. 
 ARTICLE IX 
 REMEDIES 
 SECTION 9.1. Remedies. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent may from time
to time exercise in respect of the Pledged Collateral, in addition to the other rights and remedies provided for herein or otherwise available to it, the following remedies: 
 (i) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from any Pledgor or
any other person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon any Pledgor’s premises where any of the Pledged Collateral is located, remove such Pledged Collateral,
remain present at such premises to receive copies of all communications and remittances relating to the Pledged Collateral and use in connection with such removal and possession any and all services, supplies, aids and other facilities of any
Pledgor; 
 (ii) Demand, sue for, collect or receive any money or property at any time payable or receivable in respect of the
Pledged Collateral including instructing the obligor or obligors on any agreement, instrument or other obligation constituting part of the Pledged Collateral to make any payment required by the terms of such agreement, instrument or other obligation
directly to the Administrative Agent, and in connection with any of the foregoing, compromise, settle, extend the time for payment and make other modifications with respect thereto; provided, however, that in the event that any such
payments are made directly to any Pledgor, prior to receipt by any such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant thereto in trust for the benefit of the Administrative Agent and shall promptly (but in
no event later than one (1) Business Day after receipt thereof) pay such amounts to the Administrative Agent; 
 (iii)
Sell, assign, grant a license to use or otherwise liquidate, or direct any Pledgor to sell, assign, grant a license to use or otherwise liquidate, any and all investments made in whole or in part with the Pledged Collateral or any part thereof, and
take possession of the proceeds of any such sale, assignment, license or liquidation; 







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 (iv) Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor
in writing to deliver the same to the Administrative Agent at any place or places so designated by the Administrative Agent, in which event such Pledgor shall at its own expense: (A) forthwith cause the same to be moved to the place or places
designated by the Administrative Agent and therewith delivered to the Administrative Agent, (B) store and keep any Pledged Collateral so delivered to the Administrative Agent at such place or places pending further action by the Administrative
Agent and (C) while the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition. Each Pledgor’s obligation
to deliver the Pledged Collateral as contemplated in this Section 9.1(iv) is of the essence hereof. Upon application to a court of equity having jurisdiction, the Administrative Agent shall be entitled to a decree requiring specific
performance by any Pledgor of such obligation; 
 (v) Withdraw all moneys, instruments, securities and other property in any
bank, financial securities, deposit or other account of any Pledgor constituting Pledged Collateral for application to the Secured Obligations as provided in Article X hereof; 
 (vi) Retain and apply the Distributions to the Secured Obligations as provided in Article X hereof; 
 (vii) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including perfecting assignment of and exercising
any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and 
 (viii) Exercise all
the rights and remedies of a secured party on default under the UCC, and the Administrative Agent may also in its sole discretion, without notice except as specified in Section 9.2 hereof, sell, assign or grant a license to use the
Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such
price or prices and upon such other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent or any other Secured Party or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient
of the Pledged Collateral or any part thereof at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold, assigned or licensed at
such sale, to use and apply any of the Secured Obligations owed to such person as a credit on account of the purchase price of the Pledged Collateral or any part thereof payable by such person at such sale. Each purchaser, assignee, licensee or
recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption,
stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Administrative Agent shall not be obligated to make any sale of the Pledged Collateral or any part
thereof regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the
time and place to which it was








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so adjourned. Each Pledgor hereby waives, to the fullest extent permitted by law, any claims against the Administrative Agent arising by reason of the fact that the price at which the Pledged
Collateral or any part thereof may have been sold, assigned or licensed at such a private sale was less than the price which might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not
offer such Pledged Collateral to more than one offeree. 
 SECTION 9.2. Notice of Sale. Each Pledgor acknowledges and
agrees that, to the extent notice of sale or other disposition of the Pledged Collateral or any part thereof shall be required by law, ten (10) days’ prior notice to such Pledgor of the time and place of any public sale or of the time
after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters. No notification need be given to any Pledgor if it has signed, after the occurrence of an Event of Default, a
statement renouncing or modifying any right to notification of sale or other intended disposition. 
 SECTION 9.3. Waiver of
Notice and Claims. Each Pledgor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Administrative Agent’s taking possession or the Administrative Agent’s disposition of
the Pledged Collateral or any part thereof, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which such Pledgor would otherwise have under law, and each Pledgor hereby further waives, to the
fullest extent permitted by applicable law: (i) all damages occasioned by such taking of possession, except damages resulting from the gross negligence or wilful misconduct of the Administrative Agent as determined by the final judgment of a
court of competent jurisdiction, (ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Administrative Agent’s rights hereunder and (iii) all rights of
redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable law. The Administrative Agent shall not be liable for any incorrect or improper payment made pursuant to this Article IX in
the absence of gross negligence or willful misconduct on the part of the Administrative Agent. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral shall operate to divest all right, title,
interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity against such Pledgor and against any and all persons claiming or attempting to claim the
Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under such Pledgor. 
 SECTION 9.4.
Certain Sales of Pledged Collateral. 
 (a) Each Pledgor recognizes that, by reason of certain prohibitions contained in
law, rules, regulations or orders of any Governmental Authority, the Administrative Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who meet the requirements of such
Governmental Authority. Each Pledgor acknowledges that any such sales may be at prices and on terms less favorable to the Administrative Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such
circumstances, agrees that any such restricted sale shall be deemed to have been








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made in a commercially reasonable manner and that, except as may be required by applicable law, the Administrative Agent shall have no obligation to engage in public sales. 
 (b) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act, and applicable state securities laws,
the Administrative Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral and Investment Property, to limit purchasers to persons who will agree, among other things, to acquire such Securities Collateral or
Investment Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Administrative Agent than
those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral or Investment Property for the period
of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would agree to do so. 
 (c) [Reserved]. 
 (d) If the Administrative Agent determines to exercise its right to sell any or all of the Securities Collateral or Investment Property, upon written request, the applicable Pledgor shall from time to time furnish to the Administrative
Agent all such information as the Administrative Agent may request in order to determine the number of securities included in the Securities Collateral or Investment Property which may be sold by the Administrative Agent as exempt transactions under
the Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. 
 (e) Each Pledgor further agrees that a breach of any of the covenants contained in this Section 9.4 will cause irreparable injury to the Administrative Agent and the 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 9.4 shall be specifically enforceable against such Pledgor, and such Pledgor
hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing. 
 SECTION 9.5. No Waiver; Cumulative Remedies. 
 (a) No failure on the part of the Administrative Agent to exercise, no course of dealing with respect to, and no delay on the part of the Administrative Agent in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power, privilege or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power, privilege or
remedy; nor shall








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the Administrative Agent be required to look first to, enforce or exhaust any other security, collateral or guaranties. All rights and remedies herein provided are cumulative and are not
exclusive of any rights or remedies provided by law or otherwise available. 
 (b) In the event that the Administrative Agent
shall have instituted any proceeding to enforce any right, power, privilege or remedy under this Agreement or any other Loan Document by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any
reason or shall have been determined adversely to the Administrative Agent, then and in every such case, the Pledgors, the Administrative Agent and each other Secured Party shall be restored to their respective former positions and rights hereunder
with respect to the Pledged Collateral, and all rights, remedies, privileges and powers of the Administrative Agent and the other Secured Parties shall continue as if no such proceeding had been instituted. 
 SECTION 9.6. Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be
continuing, upon the written demand of the Administrative Agent, each Pledgor shall execute and deliver to the Administrative Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other
documents as are necessary or appropriate to carry out the intent and purposes hereof; provided that such assignments shall cease to be valid and shall become void at such time as all Events of Default have been cured or waived in accordance
with the Credit Agreement. Within five (5) Business Days of written notice thereafter from the Administrative Agent, each Pledgor shall make available to the Administrative Agent, to the extent within such Pledgor’s power and authority,
such personnel in such Pledgor’s employ on the date of the Event of Default as the Administrative Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and
services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Administrative Agent’s behalf. 
 SECTION 9.7. Regarding FCC Licenses (a) No Secured Party shall have the right under this Agreement to assume operational control of
any FCC License except in compliance with the federal Communications Act of 1934, as amended, and all relevant rules, regulations and published policies of the FCC (collectively, “Communications Laws”). No action shall be taken by any
Secured Party with respect to any item of Pledged Collateral unless and until all applicable requirements (if any) of the Communications Laws have been satisfied with respect to such action and there shall have been obtained such consents, approvals
and authorizations (if any) as may be required to be obtained from the FCC. 
 (b) At any time after the occurrence and during
the continuance of an Event of Default, to the extent permitted by the FCC, each Pledgor shall take all lawful action that a Secured Party may reasonably request in the exercise of its rights and remedies hereunder, which include the right to
require any Pledgor to transfer or assign the FCC Licenses held by it to any party or parties to facilitate an arms-length public or private sale for the benefit of a Secured Party. In furtherance of this right, each Pledgor shall (i) cooperate
fully with the Secured Party in obtaining all approvals and consents from the FCC, any other Governmental Authority, and any








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third parties that a Secured Party may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses, and (ii) prepare, execute and file with the FCC and any
other Governmental Authority any application, request for consent, certificate or instrument that the Secured Party may deem necessary or advisable to accomplish any such transfer or assignment of the FCC Licenses. If, promptly after receipt of a
request therefor from any Secured Party, any Pledgor fails to execute such applications, requests for consent, certificates or instruments, the clerk of any court that has jurisdiction over this Agreement may, upon an ex parte request by a Secured
Party, execute and file the same on behalf of such Pledgor for purposes of placing such request before the FCC, to the extent permitted by the FCC. 
 ARTICLE X 
 APPLICATION OF PROCEEDS 
 SECTION 10.1. Application of Proceeds. The proceeds received by the Administrative Agent in respect of any sale of, collection from
or other realization upon all or any part of the Pledged Collateral pursuant to the exercise by the Administrative Agent of its remedies shall be applied, together with any other sums then held by the Administrative Agent pursuant to this Agreement,
in accordance with the Intercreditor Agreement and the Credit Agreement. 
 ARTICLE XI 
 MISCELLANEOUS 
 SECTION 11.1. Concerning Administrative Agent. 
 (a) The Administrative Agent has been appointed as
administrative agent pursuant to the Credit Agreement. The actions of the Administrative Agent hereunder are subject to the provisions of the Credit Agreement. The Administrative Agent shall have the right hereunder to make demands, to give notices,
to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Credit Agreement. The Administrative Agent may
employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may resign and a successor
Administrative Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Administrative Agent by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed
to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent under this Agreement, and the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under this
Agreement. After any retiring Administrative Agent’s resignation, the provisions hereof shall inure to its benefit as to








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any actions taken or omitted to be taken by it under this Agreement while it was the Administrative Agent. 
 (b) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment
substantially equivalent to that which the Administrative Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Administrative Agent nor any of the Secured
Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Administrative Agent or any
other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Pledged Collateral. 
 (c) The Administrative Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any
telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it.

 (d) If any item of Pledged Collateral also constitutes collateral granted to the Administrative Agent under any other deed of
trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in
respect of such collateral, the Administrative Agent, in its sole discretion, shall select which provision or provisions shall control. 
 (e) The Administrative Agent may rely on advice of counsel as to whether any or all UCC financing statements of the Pledgors need to be amended as a result of any of the changes described in
Section 6.05 of the Credit Agreement. If any Pledgor fails to provide information to the Administrative Agent about such changes on a timely basis, the Administrative Agent shall not be liable or responsible to any party for any failure
to maintain a perfected security interest in such Pledgor’s property constituting Pledged Collateral, for which the Administrative Agent needed to have information relating to such changes. The Administrative Agent shall have no duty to inquire
about such changes if any Pledgor does not inform the Administrative Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Administrative Agent to search for information on such changes if
such information is not provided by any Pledgor. 
 SECTION 11.2. Administrative Agent May Perform; Administrative Agent
Appointed Attorney-in-Fact. If, after an Event of Default has occurred and is continuing, any Pledgor shall fail to perform promptly upon receipt of notice from the Administrative Agent any covenants contained in this Agreement (including such
Pledgor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or








 -33- 
  

 
assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and
other claims arising by operation of law against, all or any portion of the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of such Pledgor under any Pledged Collateral) or if any
representation or warranty on the part of any Pledgor contained herein shall be breached, the Administrative Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such
purpose; provided, however, that the Administrative Agent shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which such Pledgor fails to pay or perform as and when required hereby
and which such Pledgor does not contest in accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the Administrative Agent shall be paid by the Pledgors in accordance with the provisions of
Section 10.04 of the Credit Agreement. Neither the provisions of this Section 11.2 nor any action taken by the Administrative Agent pursuant to the provisions of this Section 11.2 shall prevent any such failure to
observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. Each Pledgor hereby appoints the Administrative Agent its attorney-in-fact, with full power and authority in the
place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement, this
Agreement and the other Security Documents which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof (but the Administrative Agent shall not be obligated to and shall have no liability to such Pledgor or any
third party for failure to so do or take action). The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney
shall lawfully do or cause to be done by virtue hereof. 
 SECTION 11.3. Continuing Security Interest; Assignment. This
Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Administrative
Agent hereunder, to the benefit of the Administrative Agent and the other Secured Parties and each of their respective successors, transferees and assigns. No other persons (including any other creditor of any Pledgor) shall have any interest herein
or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person, and such
other person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party, herein or otherwise, subject however, to the provisions of the Credit Agreement and, in the case of a Secured Party that is a party to
a Secured Hedge Agreement or a Cash Management Agreements, such Secured Hedge Agreement or Cash Management Agreement, as applicable. Each of the Pledgors agrees that its obligations hereunder and the security interest created hereunder shall
continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of the Secured Obligations is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or
reorganization of any Pledgor or otherwise. 







 -34- 
  

 SECTION 11.4. Termination; Release. When all the Secured Obligations have been paid
in full (other than (A) contingent liabilities not then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash
Management Bank of Hedge Bank shall have been made) and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been
terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such
release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and
deliver to Pledgor, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be
released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and
instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. 
 To the extent the Required Lenders waive the provisions of Section 7.05 of the Credit Agreement with respect to the sale of any
Pledged Collateral, or any Pledged Collateral is sold as permitted by Section 7.05 of the Credit Agreement, such Pledged Collateral (unless sold to a Company and only to the extent that the Lien of the Second Lien Secured Parties on such
Pledged Collateral is released on the same terms) shall be sold free and clear of the Liens created by this Agreement, and the Administrative Agent shall take all actions it deems appropriate in order to effect the foregoing. 
 SECTION 11.5. Modification in Writing. No amendment, modification, supplement, termination or waiver of or to any provision hereof,
nor consent to any departure by any Pledgor therefrom, shall be effective unless the same shall be made in accordance with the terms of the Credit Agreement and unless in writing and signed by the Administrative Agent. Any amendment, modification or
supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any departure by any Pledgor from the terms of any provision hereof in each case shall be effective only in the specific instance and for the specific
purpose for which made or given. Except where notice is specifically required by this Agreement or any other document evidencing the Secured Obligations, no notice to or demand on any Pledgor in any case shall entitle any Pledgor to any other or
further notice or demand in similar or other circumstances. 
 SECTION 11.6. Notices. Unless otherwise provided herein or
in the Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to any Pledgor, addressed to it at the address of the
Borrower set forth in the Credit Agreement and as to the Administrative Agent, addressed to it at the address set forth in the Credit Agreement, or in each








 -35- 
  

 
case at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 11.6. 
 SECTION 11.7. Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. Sections 10.14 and
10.15 of the Credit Agreement are incorporated herein, mutatis mutandis, as if a part hereof. 
 SECTION 11.8.
Severability of Provisions. Any provision hereof which is invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without
invalidating the remaining provisions hereof or affecting the validity, legality or enforceability of such provision in any other jurisdiction. 
 SECTION 11.9. Execution in Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. 
 SECTION 11.10. Business Days. In the event any time period or any date provided in this Agreement ends or falls on a day other than a
Business Day, then such time period shall be deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and performance herein may be made on such Business Day, with the same force and effect as if made on such other
day. 
 SECTION 11.11. No Credit for Payment of Taxes or Imposition. Such Pledgor shall not be entitled to any credit
against the principal, premium, if any, or interest payable under the Credit Agreement, and such Pledgor shall not be entitled to any credit against any other sums which may become payable under the terms thereof or hereof, by reason of the payment
of any Taxes on the Pledged Collateral or any part thereof. 
 SECTION 11.12. No Claims Against Administrative Agent.
Nothing contained in this Agreement shall constitute any consent or request by the Administrative Agent, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Pledged
Collateral or any part thereof, nor as giving any Pledgor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the
making of any claim against the Administrative Agent in respect thereof or any claim that any Lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the Lien hereof. 

SECTION 11.13. No Release. Nothing set forth in this Agreement or any other Loan Document, nor the exercise by the Administrative
Agent of any of the rights or remedies hereunder, shall relieve any Pledgor from the performance of any term, covenant, condition or agreement on such Pledgor’s part to be performed or observed under or in respect of any of the








 -36- 
  

 
Pledged Collateral or from any liability to any person under or in respect of any of the Pledged Collateral or shall impose any obligation on the Administrative Agent or any other Secured Party
to perform or observe any such term, covenant, condition or agreement on such Pledgor’s part to be so performed or observed or shall impose any liability on the Administrative Agent or any other Secured Party for any act or omission on the part
of such Pledgor relating thereto or for any breach of any representation or warranty on the part of such Pledgor contained in this Agreement, the Credit Agreement or the other Loan Documents, or under or in respect of the Pledged Collateral or made
in connection herewith or therewith. Anything herein to the contrary notwithstanding, neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any contracts, agreements and other documents included in
the Pledged Collateral by reason of this Agreement, nor shall the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Pledgor thereunder or to take any action to collect or enforce any such
contract, agreement or other document included in the Pledged Collateral hereunder. The obligations of each Pledgor contained in this Section 11.13 shall survive the termination hereof and the discharge of such Pledgor’s other
obligations under this Agreement, the Credit Agreement and the other Loan Documents. 
 SECTION 11.14. Obligations
Absolute. All obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of: 
 (i) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any other Pledgor; 
 (ii) any lack of validity or enforceability of the Credit Agreement, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other Loan Document, or any other agreement or instrument
relating thereto; 
 (iii) any change in the time, manner or place of payment of, or in any other term of, all or
any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any Secured Hedge Agreement, Secured Cash Management Agreement or any other Loan Document or any other agreement or
instrument relating thereto; 
 (iv) any pledge, exchange, release or non-perfection of any other collateral, or
any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Secured Obligations; 
 (v) any exercise, non-exercise or waiver of any right, remedy, power or privilege under or in respect hereof, the Credit Agreement, any Secured Hedge Agreement, any Secured Cash Management Agreement or
any other Loan Document except as specifically set forth in a waiver granted pursuant to the provisions of Section 11.5 hereof; or 
 (vi) any other circumstances which might otherwise constitute a defense available to, or a discharge of, any Pledgor. 







 -37- 
  

 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.] 






 IN WITNESS WHEREOF, each Pledgor and the Administrative Agent have caused this Agreement to
be duly executed and delivered by their duly authorized officers as of the date first above written. 
  

			
	 SALEM COMMUNICATIONS CORPORATION,
 as Pledgor

		
	 By:
	 	 /s/ Christopher J. Henderson

		 	Name: Christopher J. Henderson
		 	Title: Vice President and Secretary


  

			
	 SALEM COMMUNICATIONS HOLDING CORPORATION,
 as Pledgor

		
	 By:
	 	 /s/ Christopher J. Henderson

		 	Name: Christopher J. Henderson
		 	Title: Vice President and Secretary


 [Security Agreement] 







			
	 INSPIRATION MEDIA OF TEXAS, LLC

	 ONEPLACE, LLC

	 SALEM MEDIA GROUP, LLC

	 SALEM MEDIA OF ILLINOIS, LLC

	 SALEM MEDIA OF NEW YORK, LLC

	 SALEM RADIO OPERATIONS, LLC

	 SALEM SATELLITE MEDIA, LLC

	 SCA-PALO ALTO, LLC
 as Pledgors

		
	 By:
	 	 SCA LICENSE CORPORATION
             as Managing Member

		
	 By:
	 	 /s/ Christopher J. Henderson

	 Name:
	 	Christopher J. Henderson
	 Title:
	 	Vice President and Secretary
	
	BISON MEDIA, INC.
	CARON BROADCASTING, INC.
	CCM COMMUNICATIONS, INC.
	COMMON GROUND BROADCASTING, INC.
	INSPIRATION MEDIA, INC.
	NEW INSPIRATION BROADCASTING COMPANY, INC.
	NI ACQUISITION CORP.
	PENNSYLVANIA MEDIA ASSOCIATES, INC.
	REACH SATELLITE NETWORK, INC.
	SALEM COMMUNICATIONS HOLDING CORPORATION
	SALEM CONSUMER PRODUCTS, INC.
	SALEM INVESTMENT CORPORATION
	SALEM MEDIA OF COLORADO, INC.
	SALEM MEDIA OF HAWAII, INC.
	SALEM MEDIA OF KENTUCKY, INC.
	SALEM MEDIA OF OHIO, INC.
	SALEM MEDIA OF OREGON, INC.
	SALEM MEDIA OF TEXAS, INC.
	SALEM MEDIA OF VIRGINIA, INC.
	SALEM MEDIA REPRESENTATIVES, INC.
	SALEM RADIO NETWORK INCORPORATED


 [Security Agreement] 







			
	SALEM RADIO PROPERTIES, INC.
	SCA LICENSE CORPORATION
	SCHC LUBBOCK APPLICATION, INC.
	SOUTH TEXAS BROADCASTING, INC.
	 SRN NEWS NETWORK, INC.
 as Pledgors

		
	 By:
	 	 /s/ Christopher J. Henderson

		 	Name: Christopher J. Henderson
		 	Title: Vice President and Secretary


 [Security Agreement] 







			
	 BANK OF AMERICA, N.A.,

	 as Administrative Agent

		
	By:	 	 /s/ Antonikia (Toni) Thomas

		 	Name: Antonikia (Toni) Thomas
		 	Title: Assistant Vice President


 [Security Agreement] 






 EXHIBIT 1 
 [Form of] 
 ISSUER’S ACKNOWLEDGMENT 
 The undersigned hereby (i) acknowledges receipt of (a) that certain First Lien Security Agreement (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”), dated as of December 1, 2009, made by SALEM COMMUNICATIONS CORPORATION, a Delaware corporation (the
“Borrower”), the Guarantors party thereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity and together with any successors in such capacity, the “Administrative Agent”), and (b) that
certain Second Lien Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Security Agreement”; and together with the First Lien Security Agreement, the “Security
Agreements”), dated as of December 1, 2009, made by the Borrower, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as second lien collateral agent (in such capacity and together with any successors in
such capacity, the “Second Lien Collateral Agent”; and together with the Administrative Agent, the “Agents”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in
the Security Agreements), (ii) agrees promptly to note on its books the security interests granted to the Agents and confirmed under the Security Agreements, (iii) agrees that it will comply with instructions of the Administrative Agent
or, following the receipt by it of a Notice of Termination of First Lien Obligations in the form of Annex A hereto from the Administrative Agent, the Second Lien Collateral Agent, with respect to the applicable Securities Collateral (including all
Equity Interests of the undersigned) without further consent by the applicable Pledgor, (iv) agrees to notify the Agents upon obtaining knowledge of any interest in favor of any person in the applicable Securities Collateral that is adverse to
the interest of the Agents therein and (v) waives any right or requirement at any time hereafter to receive a copy of the Security Agreements in connection with the (a) registration of any Securities Collateral thereunder in the name of
the Administrative Agent or, following the receipt by it of a Notice of Termination of First Lien Obligations in the form of Annex A hereto, the Second Lien Collateral Agent, or their respective nominees or (b) the exercise of voting rights by
the Administrative Agent or, following the receipt by it of a Notice of Termination of First Lien Obligations in the form of Annex A hereto, the Second Lien Collateral Agent, or their respective nominees. 







 -2- 
  


			
	 [                                        
                 ]

		
	 By:
	 	  

		 	 Name:

		 	 Title:










 -3- 
  

 ANNEX A 
 [Name of Issuer] 
 [Address] 
 [                                ]

 Re: Notice of Termination of First Lien Obligations 
 Ladies and Gentlemen: 
 You are hereby notified that the First Lien Security
Agreement has been terminated. Capitalized terms used but not defined herein shall have the meanings set forth in the Issuer’s Acknowledgement, dated as of [            ], 2009, by the
Issuer issued pursuant to (a) that certain Security Agreement dated as of December 1, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”), among SALEM
COMMUNICATIONS CORPORATION, a Delaware limited liability company (the “Borrower”), the Guarantors party thereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity and together with any successors in such
capacity, the “Administrative Agent”), and (b) that certain Second Lien Security Agreement dated as of December 1, 2009, (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien
Security Agreement”; and together with the First Lien Security Agreement, the “Security Agreements”), among the Borrower, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as second lien
collateral agent (in such capacity and together with any successors in such capacity, the “Second Lien Collateral Agent”).Sincerely, 
  

			
	 BANK OF AMERICA, N.A.
     as Administrative Agent

		
	 By:
	 	  

		 	Name:
		 	Title:









 -4- 
  

 EXHIBIT 2 
 [Form of] 
 SECURITIES PLEDGE AMENDMENT 
 This Securities Pledge Amendment, dated as of [            ], is delivered
pursuant to Section 5.1 of the First Lien Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement;” capitalized terms used but not
otherwise defined herein shall have the meanings assigned to such terms in the First Lien Security Agreement), dated as of December 1, 2009, made by SALEM COMMUNICATIONS CORPORATION, a Delaware corporation (the “Borrower”), the
Guarantors party thereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity and together with any successors in such capacity, the “Administrative Agent”). The undersigned hereby agrees that this Securities Pledge
Amendment may be attached to the First Lien Security Agreement and that the Pledged Securities and/or Intercompany Notes listed on this Securities Pledge Amendment shall be deemed to be and shall become part of the Pledged Collateral and shall
secure all Secured Obligations. 
 PLEDGED SECURITIES 
  

											
	 ISSUER
	  	CLASS
OF STOCK
OR
INTERESTS	  	PAR
VALUE	  	CERTIFICATE
NO(S).	  	NUMBER OF
SHARES
OR
INTERESTS	  	PERCENTAGE OF
ALL ISSUED CAPITAL
OR OTHER EQUITY
INTERESTS OF ISSUER

		  		  		  		  		  	








 -5- 
  

 INTERCOMPANY NOTES 
  

									
	 ISSUER
	  	PRINCIPAL
AMOUNT	  	DATE OF
ISSUANCE	  	INTEREST
RATE	  	MATURITY
DATE
		  		  		  		  	

  

			
	 [                                        
                 ]

	 as Pledgor

		
	 By:
	 	  

		 	 Name:

		 	 Title:



  

			
	AGREED TO AND ACCEPTED:
	
	BANK OF AMERICA, N.A.,
	as Administrative Agent
		
	By:	 	  

		 	Name:
		 	Title:







 EXHIBIT 3 
 [Form of] 
 Copyright Security Agreement 
 Copyright Security Agreement, dated as of [            ], 2009 by
[            ] and [            ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in
favor of BANK OF AMERICA, N.A., in its capacity as administrative agent pursuant to the Credit Agreement (in such capacity, the “Administrative Agent”). 
 W I T N E S
S E T H: 
 WHEREAS, the Pledgors are party to a First Lien Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the
“First Lien Security Agreement”) in favor of the Administrative Agent pursuant to which the Pledgors are required to execute and deliver this Copyright Security Agreement; 
 NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, for the benefit of
the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Administrative Agent as follows: 
 SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the First Lien Security Agreement and used herein have the meaning given to them in the First Lien Security Agreement. 
 SECTION 2. Grant of Security Interest in Copyright Collateral. Each Pledgor hereby pledges and grants to the Administrative Agent for
the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor: 
 (a) Copyrights of such Pledgor listed on Schedule I attached hereto; and 
 (b) all Proceeds of any and all of the foregoing (other than Excluded Property). 
 SECTION 3. Security Agreement. The security interest granted pursuant to this Copyright Security Agreement is granted in conjunction
with the security interest granted to the Administrative Agent pursuant to the First Lien Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Administrative Agent with respect to








 -2- 
  

 
the security interest in the Copyrights made and granted hereby are more fully set forth in the First Lien Security Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein. In the event that any provision of this Copyright Security Agreement is deemed to conflict with the First Lien Security Agreement, the provisions of the First Lien Security Agreement shall control unless the
Administrative Agent shall otherwise determine. 
 SECTION 4. Termination. Upon the payment in full of the Secured
Obligations and termination of the First Lien Security Agreement, the Administrative Agent shall execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien
and security interest in the Copyrights under this Copyright Security Agreement. 
 SECTION 5. Counterparts. This
Copyright Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Copyright Security Agreement by signing and delivering one or more
counterparts. 
 SECTION 6. Governing Law. This Copyright Security Agreement and the transactions contemplated hereby,
and all disputes between the parties under or relating to this Copyright Security Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the
laws (including statutes of limitation) of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction. 
 [signature page follows] 







 -3- 
  

 IN WITNESS WHEREOF, each Pledgor has caused
this Copyright Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above. 
  

			
	 Very truly yours,

	
	 [PLEDGORS]1

		
	 By:
	 	  

		 	 Name:

		 	 Title:



  

			
	 Accepted and Agreed:

	
	 BANK OF AMERICA, N.A.,
 as Administrative Agent

		
	 By:
	 	  

		 	 Name:

		 	 Title:


  

	1	 This document
needs only to be executed by the Borrower and/or any Guarantor which owns a pledged Copyright. 









 -4- 
  

 SCHEDULE I 
 to 
 COPYRIGHT SECURITY AGREEMENT 
 COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS 
 Copyright Registrations: 
  

					
	 OWNER
	 	 REGISTRATION NUMBER
	 	 TITLE

		 		 	

 Copyright Applications: 
  

					
	 OWNER
	 		 	TITLE
		 		 	







 EXHIBIT 4 
 [Form of] 
 Patent Security Agreement 
 Patent Security Agreement, dated as of [            ], 2009 by
[            ] and [            ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in
favor of BANK OF AMERICA, N.A., in its capacity as administrative agent pursuant to the Credit Agreement (in such capacity, the “Administrative Agent”). 
 W I T N E S
S E T H: 
 WHEREAS, the Pledgors are party to a First Lien Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the
“First Lien Security Agreement”) in favor of the Administrative Agent pursuant to which the Pledgors are required to execute and deliver this Patent Security Agreement; 
 NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, for the benefit of
the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Administrative Agent as follows: 
 SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the First Lien Security Agreement and used herein have the meaning given to them in the First Lien Security Agreement. 
 SECTION 2. Grant of Security Interest in Patent Collateral. Each Pledgor hereby pledges and grants to the Administrative Agent for
the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor: 
 (a) Patents of such Pledgor listed on Schedule I attached hereto; and 
 (b) all Proceeds of any and all of the foregoing (other than Excluded Property). 
 SECTION 3. Security Agreement. The security interest granted pursuant to this Patent Security Agreement is granted in conjunction
with the security interest granted to the Administrative Agent pursuant to the First Lien Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Administrative Agent with respect to the security interest in
the Patents made and granted hereby are more fully set forth in the First








 -2- 
  

 
Lien Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Patent Security Agreement is
deemed to conflict with the First Lien Security Agreement, the provisions of the First Lien Security Agreement shall control unless the Administrative Agent shall otherwise determine. 
 SECTION 4. Termination. Upon the payment in full of the Secured Obligations and termination of the First Lien Security Agreement, the
Administrative Agent shall execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Patents under this Patent Security
Agreement. 
 SECTION 5. Counterparts. This Patent Security Agreement may be executed in any number of counterparts, all
of which shall constitute one and the same instrument, and any party hereto may execute this Patent Security Agreement by signing and delivering one or more counterparts. 
 SECTION 6. Governing Law. This Patent Security Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this Patent Security Agreement or the
facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation) of the State of New York, without regard to conflicts of law
principles that would require the application of the laws of another jurisdiction. 
 [signature page follows] 







 -3- 
  

 IN WITNESS WHEREOF, each Pledgor has caused
this Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above. 
  

			
	 Very truly yours,

	
	 [PLEDGORS]

		
	 By:
	 	  

		 	 Name:

		 	 Title:



  

			
	 Accepted and Agreed:

	
	 BANK OF AMERICA, N.A.,
 as Administrative Agent

		
	 By:
	 	  

		 	 Name:

		 	 Title:









 -4- 
  

 SCHEDULE I 
 to 
 PATENT SECURITY AGREEMENT 
 PATENT REGISTRATIONS AND PATENT APPLICATIONS 
 Patent Registrations: 
  

					
	 OWNER
	 	 REGISTRATION NUMBER
	 	 NAME

		 		 	

 Patent Applications: 
  

					
	 OWNER
	 	 APPLICATION NUMBER
	 	 NAME

		 		 	







 EXHIBIT 5 
 [Form of] 
 Trademark Security Agreement 
 Trademark Security Agreement, dated as of [            ], 2009 by
[            ] and [            ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in
favor of BANK OF AMERICA, N.A., in its capacity as administrative agent pursuant to the Credit Agreement (in such capacity, the “Administrative Agent”). 
 W I T N E S
S E T H: 
 WHEREAS, the Pledgors are party to a First Lien Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the
“First Lien Security Agreement”) in favor of the Administrative Agent pursuant to which the Pledgors are required to execute and deliver this Trademark Security Agreement; 
 NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, for the benefit of
the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Administrative Agent as follows: 
 SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the First Lien Security Agreement and used herein have the meaning given to them in the First Lien Security Agreement. 
 SECTION 2. Grant of Security Interest in Trademark Collateral. Each Pledgor hereby pledges and grants to the Administrative Agent for
the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor: 
 (a) Trademarks of such Pledgor listed on Schedule I2 attached hereto; 
 (b) all Goodwill associated with such Trademarks; and 
 (c) all Proceeds of any and all of the foregoing (other than Excluded Property). 
 SECTION 3. Security Agreement. The security interest granted pursuant to this Trademark Security Agreement is granted in conjunction
with the security interest granted to the Administrative Agent pursuant to the First Lien Security Agreement and Pledgors hereby 
  

	2	 Should include the same Trademarks listed on Schedule 11(a) of the Perfection Certificate. 









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acknowledge and affirm that the rights and remedies of the Administrative Agent with respect to the security interest in the Trademarks made and granted hereby are more fully set forth in the
First Lien Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Trademark Security Agreement is deemed to conflict with the First Lien
Security Agreement, the provisions of the First Lien Security Agreement shall control unless the Administrative Agent shall otherwise determine. 
 SECTION 4. Termination. Upon the payment in full of the Secured Obligations and termination of the First Lien Security Agreement, the Administrative Agent shall execute, acknowledge, and deliver to
the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Trademarks under this Trademark Security Agreement. 
 SECTION 5. Counterparts. This Trademark Security Agreement may be executed in any number of counterparts, all of which shall
constitute one and the same instrument, and any party hereto may execute this Trademark Security Agreement by signing and delivering one or more counterparts. 
 SECTION 6. Governing Law. This Trademark Security Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this Trademark Security Agreement or
the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation) of the State of New York, without regard to conflicts of
law principles that would require the application of the laws of another jurisdiction. 
 [signature page follows] 







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 IN WITNESS WHEREOF, each Pledgor has caused
this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above. 
  

			
	 Very truly yours,

	
	 [PLEDGORS]

		
	 By:
	 	  

		 	 Name:

		 	 Title:



  

			
	 Accepted and Agreed:

	
	 BANK OF AMERICA, N.A.,
 as Administrative Agent

		
	 By:
	 	  

		 	 Name:

		 	 Title:









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 SCHEDULE I 
 to 
 TRADEMARK SECURITY AGREEMENT

 TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS 
 Trademark Registrations: 
  

					
	 OWNER
	 	 REGISTRATION NUMBER
	 	 TRADEMARK

		 		 	

 Trademark Applications: 
  

					
	 OWNER
	 	 APPLICATION NUMBER
	 	 TRADEMARK