8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2011

WESTWOOD ONE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-14691	95-3980449
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

220 West 42nd Street New York, NY	10036
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 641-2000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On October 21, 2011, the Company announced the consummation of the transactions contemplated by that certain Agreement and Plan of Merger (as amended or modified, the “Merger Agreement”), dated as of July 30, 2011, by and among Westwood One, Inc., a Delaware corporation (the “Company”), Radio Network Holdings, LLC, a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Verge Media Companies, Inc., a Delaware corporation (“Verge”). As described below in Item 2.01 of this Current Report on Form 8-K, Verge merged with and into Merger Sub, with Merger Sub continuing as the surviving company (the “Merger”). As part of the Merger, the Company entered into the following material definitive agreements:

New Credit Agreements

On October 21, 2011, in connection with the consummation of the Merger, the Company, as borrower, entered into (a) a First Lien Credit Agreement, dated as of October 21, 2011, with General Electric Capital Corporation, as administrative agent and collateral agent, ING Capital LLC, as syndication agent, and the lenders party thereto from time to time (the “New First Lien Credit Agreement”) and (b) a Second Lien Credit Agreement, dated as of October 21, 2011, with Cortland Capital Market Services LLC, as administrative agent and collateral agent, and Macquarie Capital (USA), Inc., as syndication agent, and the lenders party thereto from time to time (the “New Second Lien Credit Agreement” and, together with the New First Lien Credit Agreement, the “New Credit Agreements”).

General Terms

The New First Lien Credit Agreement provides for (i) a term loan in an aggregate principal amount of $155 million (the “New First Lien Term Loan Facility”), (ii) a $25 million revolving credit facility, $5 million of which is available for letters of credit (the “New First Lien Revolving Credit Facility” and, together with the New First Lien Term Loan Facility, the “New First Lien Credit Facilities”) and (iii) an uncommitted incremental facility in the amount of up to $25 million, of which $10 million may be used to increase the amount of the New First Lien Revolving Credit Facility. The New Second Lien Credit Agreement provides for a term loan in an aggregate principal amount of $85 million (the “New Second Lien Term Loan Facility” and, together with the New First Lien Term Loan Facility, the “New Term Loan Facilities”; the New Term Loan Facilities collectively with the New First Lien Revolving Credit Facility, the “New Credit Facilities”). Concurrently with the consummation of the Merger, the full amount of the New Term Loan Facilities was drawn, $9.6 million in revolving loans were drawn, and approximately $2.02 million of letters of credit were either rolled into the New First Lien Credit Facilities or issued in order to backstop existing letters of credit under the Company’s or Excelsior Radio Networks, LLC’s prior credit agreement, both of which were repaid as of the consummation of the Merger.

The New First Lien Revolving Credit Facility has a five-year maturity. The New First Lien Term Loan Facility has a five-year maturity. The New Second Lien Term Loan Facility has a five-year nine-month maturity. The principal amount of the New First Lien Term Loan Facility amortizes in quarterly installments equal to 2.5% of the original principal amount of the New First Lien Term Loan Facility and increasing by 2.5% per year for the first four and three-quarter years, with the balance payable at maturity. The entire amount of the New Second Lien Term Loan Facility is payable at maturity.

Subject to certain exceptions, the New Credit Facilities are subject to mandatory prepayments in amounts equal to: (a) 100% of the net cash proceeds from certain sales or other dispositions of assets (including as a result of casualty or condemnation) by the Company or any of its subsidiaries in excess of a certain amount and subject to customary reinvestment provisions and certain other exceptions; (b) 100% of the net cash proceeds from issuances or incurrences of debt by the Company or any of its subsidiaries (other than indebtedness permitted by the New Credit Agreements); and (c) beginning with the first full fiscal year after the closing date (2012), 75% of annual excess cash flow of the Company. Unless the lenders under the New First Lien Credit Facilities waive mandatory prepayments, no prepayments are required under the Second Lien Term Loan Facility until the New First Lien Credit Facilities have been repaid in full.

Interest Rate

As of the closing date, at the Company’s election, the interest rate per annum applicable to the loans under the New Credit Facilities will be based on a fluctuating rate of interest determined by reference to either (i) a base rate determined by reference to the higher of (a) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if the Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in the Federal Reserve Statistical Release H.15 (519) Selected Interest Rates as the “bank prime loan” rate or if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the administrative agent under the New First Lien Credit Facilities) or any similar release by the Federal Reserve Board (as determined by the administrative agent under the New First Lien Credit Facilities) in the case of the New First Lien Credit Facilities, or the prime lending rate as set forth on the British Banking Association Telerate Page 5, in the case of the Second Lien Term Loan Facility, as applicable, (b) the federal funds effective rate plus 0.50% and (c) (x) a Eurodollar rate applicable for an interest period of one month plus (y) 1.00%, in each case, plus an applicable margin or (ii) a Eurodollar rate determined by reference to LIBOR, adjusted for statutory reserve requirements, plus an applicable margin. As of the closing date, the New First Lien Credit Facilities have applicable margins equal to 5.50%, in the case of base rate loans, and 6.50%, in the case of the Eurodollar rate for Eurodollar rate loans, and the New Second Lien Term Loan Facility has applicable margins equal to 10.50%, in the case of base rate loans, and 11.50%, in the case of Eurodollar rate loans. Borrowings under (a) the New First Lien Credits Facilities will be subject to a floor of 1.50% in the case of Eurodollar loans and (b) the New Second Lien Term Loan Facility will be subject to a floor of (i) 2.50% in the case of the base rate for base rate loans and (ii) 1.50% in the case of the Eurodollar rate for Eurodollar loans.

Covenants

The New Credit Agreements contain a number of customary affirmative and negative covenants that, among other things, will limit or restrict the ability of the Company and its subsidiaries to: incur additional indebtedness (including guarantee obligations); incur liens; engage in mergers, consolidations, liquidations and dissolutions; sell assets; pay dividends and make other payments in respect of capital stock; make capital expenditures; make acquisitions, investments, loans and advances; pay and modify the terms of certain indebtedness; engage in certain transactions with affiliates; enter into certain speculative hedging arrangements; enter into negative pledge clauses and clauses restricting subsidiary distributions; change their lines of business; and change their accounting fiscal year, name or jurisdiction of organization. The affirmative and negative covenants in the New Second Lien Credit Agreement are substantially similar to the New First Lien Credit Agreement, with customary cushions and setbacks.

In addition, under the New Credit Agreements, the Company will be required to maintain a specified minimum consolidated interest coverage ratio and not exceed a specified maximum consolidated leverage ratio.

Events of Default

The New Credit Agreements contain customary events of default, including nonpayment of principal, interest, fees or other amounts; material inaccuracy of a representation or warranty when made; violation of the other covenants set forth in the New First Lien Credit Agreement or the New Second Lien Credit Agreement, as applicable; cross-default to material indebtedness; bankruptcy events; material unsatisfied judgments; actual or asserted invalidity of any guarantee, security document or subordination provisions; non-perfection of the security interest on a material portion of the collateral; and change of control. The events of default in the New Second Lien Credit Agreement are substantially similar to the New First Lien Credit Agreement, with customary cushions and setbacks. If an event of default occurs and is continuing, the lenders may accelerate amounts due under the New Credit Agreements and exercise other rights and remedies.

Guaranty Agreements

In connection with the New First Lien Credit Facilities, the Company and certain of its subsidiaries (the “Subsidiary Guarantors”) entered into a Guaranty and Security Agreement (the “First Lien Guaranty and Security Agreement”), dated as of October 21, 2011 in favor of General Electric Capital Corporation as administrative agent and collateral agent. Upon the consummation of the Merger, pursuant to the First Lien Guaranty and Security Agreement, the Subsidiary Guarantors guaranteed amounts borrowed under the New First Lien Credit Facilities. Additionally, amounts borrowed under the New First Lien Credit Facilities and any swap agreements and cash management arrangements provided by any lender party to the New First Lien Credit Facilities or any of its affiliates are secured on a first priority basis by a perfected security interest in substantially all of the Company’s and each guarantor’s tangible and intangible assets (subject to certain exceptions). In connection with the New Second Lien Term Loan Facility, the Company and the Subsidiary Guarantors entered into a Guaranty and Security Agreement (the “Second Lien Guaranty and Security Agreement”), dated as of October 21, 2011 in favor of Cortland Capital Market Services LLC, as administrative agent and collateral agent. The terms of the Second Lien Guaranty and Security Agreement, the guaranty therein, and the second priority security interest granted thereby, are substantially similar to the terms of the First Lien Guaranty and Security Agreement, each of which are subject to the terms of an intercreditor agreement between General Electric Capital Corporation, ING Capital LLC, Cortland Capital Market Services LLC, the Company and its subsidiaries who are guarantors.

The foregoing descriptions of the New First Lien Credit Agreement, the First Lien Guaranty and Security Agreement, the New Second Lien Credit Agreement, and the Second Lien Guaranty and Security Agreement are qualified in their entirety by reference to the New First Lien Credit Agreement, the First Lien Guaranty and Security Agreement, the New Second Lien Credit Agreement, the Second Lien Guaranty and Security Agreement attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4, respectively, which are incorporated herein by reference.

Registration Rights Agreement

On October 21, 2011, the Company, Gores Radio Holdings, LLC (“Gores”) and Triton Media Group, LLC (“Triton”) entered into a Registration Rights Agreement, dated as of October 21, 2011 (the “Registration Rights Agreement”). The Registration Rights Agreement sets forth certain rights of Gores and Triton with respect to their Class A Common Stock of the Company, par value $0.01 per share (“Class A Common Stock”) (including Class A Common Stock received upon the conversion of Class B Common Stock of the Company (“Class B Common Stock”)). A description of the Registration Rights Agreement was previously filed under the caption “Registration Rights Agreement” in the Company’s Information Statement on Schedule 14C (File No. 001-14691) filed with the Securities and Exchange Commission on September 22, 2011 (the “Information Statement”) and is incorporated by reference into this Item 1.01.

The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement attached as Exhibit 10.5 hereto, which is incorporated herein by reference.

Amended and Restated Investor Rights Agreement

The Company, Gores and certain investors previously entered into an Investor Rights Agreement, dated as of April 23, 2009 (as amended by that certain Third Amendment to Securities Purchase Agreement and First Amendment to Investor Rights Agreement, dated as of August 17, 2010, the “Investor Rights Agreement”). On October 21, 2011, the Company, Gores, and certain investors entered into an Amended and Restated Investor Rights Agreement (the “A&R Investor Rights Agreement”). Among other things, the A&R Investor Rights Agreement amended and restated the Investor Rights Agreement to remove the right of former lenders under the Securities Purchase Agreement, dated as of April 23, 2009, between the Company, Gores and other holders of the Company’s then outstanding senior notes, to nominate one independent director to the board of directors of the Company (the “Board”).

The foregoing description of the A&R Investor Rights Agreement is qualified in its entirety by reference to the A&R Investor Rights Agreement attached as Exhibit 10.6 hereto, which is incorporated herein by reference.

Amendment to Merger Agreement

On October 21, 2011, the Company, Merger Sub and Verge entered in a letter agreement (the “Merger Agreement Amendment”) to amend the definitions of certain terms contained in the Merger Agreement.

The foregoing description of the Merger Agreement Amendment is qualified in its entirety by reference to the Merger Agreement Amendment attached as Exhibit 10.7 hereto, which is incorporated herein by reference.

Amendment to Indemnity and Contribution Agreement

The Company, Gores, Verge and Triton previously entered into an Indemnity and Contribution Agreement, dated as of July 30, 2011 (the “Original Indemnity and Contribution Agreement”). On October 21, 2011, the Company, Gores, Verge and Triton entered in Amendment No. 1 to the Indemnity and Contribution Agreement (the “Indemnity and Contribution Agreement Amendment”) to amend the treatment of certain payments under the Original Indemnity and Contribution Agreement.

The foregoing description of the Indemnity and Contribution Agreement Amendment is qualified in its entirety by reference to the Indemnity and Contribution Agreement Amendment attached as Exhibit 10.8 hereto, which is incorporated herein by reference.

The information set forth under Item 3.03 below is incorporated into this Item 1.01 by reference.

Item 1.02 Termination of a Material Definitive Agreement.

Credit Agreement

As of October 21, 2011, in connection with the consummation of the Merger, the Company terminated the Credit Agreement (as amended, the “Credit Agreement”), dated as of April 23, 2009, between the Company and Wells Fargo Capital Finance, LLC (formerly Wells Fargo Foothill, LLC). Pursuant to the Credit Agreement, the Company had a $20 million revolving line of credit (which included a $2 million letter of credit sub-facility) on a senior unsecured basis and a $20 million unsecured non-amortizing term loan, both of which had a maturity date of July 15, 2012.

Additional Agreements

As of October 21, 2011, in connection with the consummation of the Merger, the following additional agreements were also terminated: (i) the Purchase Agreement, dated as of February 27, 2008, between the Company and Gores, pursuant to which Gores previously completed the purchase of certain equity interests of the Company; (ii) the Registration Rights Agreement, dated as of March 3, 2008, between the Company and Gores; (iii) the Purchase Agreement, dated as of April 23, 2009, between the Company and Gores, pursuant to which Gores completed previously the purchase of certain equity interests of the Company; (iv) the Securities Purchase Agreement, dated as of April 23, 2009, between the Company, Gores and other holders of the Company’s then outstanding senior notes, due to the satisfaction of the Company’s obligations to Gores and the other noteholders thereunder; and (v) the Purchase Agreement, dated as of August 17, 2010, between the Company and Gores, pursuant to which Gores previously completed the purchase of certain equity interests of the Company. Prior to the Merger, Gores was the majority shareholder of the Company.

Section 2 Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 21, 2011, pursuant to the Merger Agreement, Verge merged with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement and in connection with the Merger, each issued and outstanding share of previously existing Company common stock was reclassified and automatically converted into one share of Class A Common Stock without any further action on the part of the holders of Company common stock. In connection with the Merger, each outstanding share of common stock of Verge was automatically converted into and exchanged for the right to receive 6.838482776 shares of Class B Common Stock. The Company issued 34,237,638 shares of Class B Common Stock to Verge stockholders, representing approximately 59% of the issued and outstanding shares of common stock of the Company on a fully diluted basis. No fractional shares of Class B Common Stock were issued in connection with the Merger and holders of fractional shares of Class B Common Stock received a whole share of Class B Common Stock in lieu thereof. In connection with the Merger, the Company also issued 9,691.374 shares of Series A Preferred Stock of the Company (the “Series A Preferred Stock”) to Verge stockholders, as calculated in accordance with the Merger Agreement. In connection with the Merger and pursuant to a Letter Agreement, dated as of July 30, 2011, by and among the Company, Gores, certain entities affiliated with Oaktree Capital Management, L.P., and certain entities affiliated with Black Canyon Capital LLC (the “Letter Agreement”), the Company also issued $30 million in aggregate principal amount of Senior Subordinated Unsecured PIK Notes (the “PIK Notes”) to Gores, certain entities affiliated with Oaktree Capital Management, L.P., and certain entities affiliated with Black Canyon Capital LLC.

On October 24, 2011, the Company’s ticker symbol was changed from “WWON” to “DIAL,” and the Company’s common stock continues to be traded on NASDAQ Global Market.

The Merger constitutes a “reverse merger” for accounting purposes, with Verge being treated as the acquirer. Accordingly, the pre-acquisition consolidated financial statements of Verge will be treated as the historical financial statements of the Company going forward and will be included in the Company’s Annual Report on Form 10-K for the year ending December 31, 2011.

The foregoing description of the Merger Agreement and the Merger is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2011, and which is incorporated herein by reference.

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference.

Section 3 Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

The Class A Common Stock issued in connection with the Reclassification (as defined in Item 3.03 below) was issued pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. The Class B Common Stock and Series A Preferred Stock issued pursuant to the Merger Agreement and the PIK Notes issued pursuant to the Letter Agreement have not been registered under the Securities Act pursuant to the exemption from registration provided by Section 4(2) of the Securities Act.

The information set forth in Item 2.01 above is hereby incorporated into this Item 3.02 by reference.

Item 3.03 Material Modification to Rights of Security Holders.

In connection with and immediately prior to the consummation of the Merger, on October 21, 2011, the Company filed an amended and restated certificate of incorporation of the Company (the “Restated Charter”) and the Certificate of Designation, Powers, Preferences and Rights of Series A Preferred Stock of the Company (the “Series A Preferred Certificate of Designation”).

The Restated Charter authorized two classes of common stock, par value $0.01 per share, of the Company. The classes of common stock designated are Class A Common Stock and Class B Common Stock. Upon the effectiveness of the Restated Charter, each issued and outstanding share of previously existing Company common stock was reclassified and automatically converted into one share of Class A Common Stock without any further action on the part of the holders of Company common stock (the “Reclassification”). The differences between the rights of holders of the Company’s previously existing common stock and Class A Common Stock include, among other differences, that holders of Class A Common Stock initially have the right to elect three of nine directors rather than the entire Board and that holders of Class A Common Stock, under certain circumstances, have a class vote to approve a sale of the Company for the first three years following the Merger. The Series A Preferred Certificate of Designation created a new Series A Preferred Stock of the Company, par value $0.01 per share (the “Series A Preferred Stock”).

In connection with and effective immediately prior to the consummation of the Merger, the amendment (the “Amendment”) to the Amended and Restated By-Laws of the Company (the “By-Laws”) was adopted to update the By-laws, including, without limitation, provisions regarding nominations of persons to serve on the Board, number of directors, composition of Board committees, transfers of stock, and amendments to the By-Laws.

Descriptions of the Restated Charter, the Series A Preferred Stock, and the Amendment were previously filed under the caption “The Recapitalization—The Restated Charter” in the Information Statement and are incorporated by reference into this Item 3.03.

The foregoing descriptions of the Restated Charter, the Amendment, and the Series A Preferred Stock are qualified in their entirety by reference to the Restated Charter, the Amendment, and the Series A Preferred Certificate of Designation, attached as Exhibit 3.1, Exhibit 3.2, and Exhibit 4.1 hereto, respectively, which are incorporated herein by reference.

Section 5 Corporate Governance and Management

Item 5.01 Changes in Control of Registrant.

Pursuant to the Merger described above, the Class B Common Stock held by Triton represents approximately 59% of the beneficial ownership and voting power in the Company and the right to elect a majority of the Board. As a result of Triton’s control of the Board and its ownership of securities of the Company representing a majority of its voting power, Triton has acquired control of the Company and, generally, has the power to control the outcome of matters submitted to stockholders requiring a majority vote.

The information set forth in Item 2.01 and Item 3.03 above is hereby incorporated into this Item 5.01 by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Departure of Directors and Certain Officers.

On October 21, 2011, in connection with and effective as of the time of the Merger, Gregory Bestick, Andrew P. Bronstein, Scott M. Honour, Michael F. Nold, Emanuel Nunez, Joseph P. Page, and Ronald W. Wuensch resigned their positions as directors of the Company. Emanuel Nunez and Ronald W. Wuensch served on the Audit Committee of the Board. Michael F. Nold, Emanuel Nunez and Mark Stone served on the Compensation Committee of the Board.

On October 21, 2011, in connection with and effective as of the time of the Merger, in connection with Spencer Brown and Hiram Lazar being appointed as CEO and CFO, respectively, of the Company (post-Merger) Roderick Sherwood resigned his position as President and Chief Financial Officer of the Company and Ed Mammone resigned as Senior Vice President, Finance and Principal Accounting Officer.

(c) Appointment of Certain Officers.

On October 21, 2011, at a meeting of the Board, the Board appointed Spencer Brown Chief Executive Officer of the Company, appointed Hiram Lazar Chief Financial Officer of the Company and appointed Neal Schore Chairman of the Board of the Company.

Spencer Brown, age 46, is currently the Chief Executive Officer of Excelsior Radio Networks, LLC (also known as Triton Radio Networks) (“Excelsior”), the largest independent network radio company in the United States, and has served as Chief Executive Officer of it or its predecessor since 2003. He is also currently a director of Triton, the sole stockholder of Verge, and a director of the Company. In 2001, Mr. Brown led the investor group that formed the predecessor of Excelsior by acquiring various radio assets from Winstar Communications. Prior to this, Mr. Brown was a Senior Vice President at Franklin Capital Corporation (“Franklin”), a publicly traded business development corporation, where he initially served as general counsel and ultimately became responsible for sourcing and overseeing Franklin’s investment portfolio. Mr. Brown’s employment and compensation agreements for his current roles with the Company have not yet been determined by the Board. Mr. Brown’s appointment as Chief Executive Officer and director of the Company were made pursuant to the Merger Agreement.

Hiram Lazar, age 47, is the Chief Financial Officer and Secretary of Excelsior, and has held such positions at it or its predecessor since 2001. Prior to joining Excelsior’s predecessor, Mr. Lazar served as Chief Financial Officer of Franklin from 1999 to 2002 and as Controller of Lebenthal & Company, a municipal bond brokerage firm, from 1992 to 1999. Mr. Lazar’s employment and compensation agreements for his current role with the Company have not yet been determined by the Board. Mr. Lazar’s appointment as Chief Financial Officer of the Company was made pursuant to the Merger Agreement as an appointee of Verge.

Neal Schore, age 42, is the founding President and Chief Executive Officer of Triton, and has held such positions at it or its predecessors since its predecessor’s founding in August 2006. Mr. Schore has over 20 years of media experience as a principal and operating executive. Mr. Schore previously served as Managing Partner and CEO of Midway Marketing Group, LLC, a media advisory firm servicing the private equity community to build, expand, finance and manage media operations throughout the United States. Mr. Schore also served as the founding President of Brite Media Group and has held several other entrepreneurial executive positions. Mr. Schore’s compensation and employment agreements for his current role with the Company will be finalized at a later date and separately described. Mr. Schore’s appointment as director of the Company was made pursuant to the Merger Agreement as an appointee of Verge.

Verge acts as an agent for the sale of airtime owned by Triton to third parties. Revenues recognized in respect of such activities since the beginning of the current fiscal year are approximately $700,000.

(d) Election of Directors.

Pursuant to the Merger Agreement, the Company filed the Restated Charter which reduced the size of the Board from 11 members to 9 members.

On October 21, 2011, in connection with the Merger, the following individuals were elected by the Board to fill director vacancies:

			Compensation
Director	Director Type	Audit Committee	Committee
Neal Schore	Class B Common Stock Director
Andrew Salter	Class B Common Stock Director		*
B. James Ford	Class B Common Stock Director
Jules Haimowitz (I)	Class B Common Stock Director	**	*
Peter Edward Murphy (I)	Class B Common Stock Director	*	*
Spencer Brown	CEO Director

*	indicates committee member
**	indicates committee chair
(I)	- Independent

Mr. Gimbel, Mr. Ming and Mr. Stone will serve as Class A Common Stock directors. Mr. Ming remains an independent director and member of the Audit Committee. Mr. Stone remains a member of the Compensation Committee. Mr. Schore was elected Chairman of the Board.

The information set forth in Item 3.03 above and the information set forth in Item 5.02(c) above with respect to Mr. Brown’s and Mr. Schore’s biographical information are hereby incorporated into this Item 5.02(d) by reference.

Andrew Salter currently serves as Senior Vice President of Oaktree Capital Management L.P. (“Oaktree”), the indirect parent of Triton and Verge. Prior to joining Oaktree in 2001, Mr. Salter was Director of Business Development at RiverOne Inc., a software company, where he worked primarily on acquisition strategy, fundraising and product development. Prior thereto, he was an Investment Banking Analyst at Donaldson, Lufkin and Jenrette. Mr. Salter’s appointment to the Board was made pursuant to the Merger Agreement as an appointee of Verge.

B. James Ford is a Managing Director of Oaktree, where he has worked since 1996. Mr. Ford is a co-portfolio manager of Oaktree’s Principal Opportunities Funds, which invest in controlling and minority positions in private and public companies. Prior to becoming portfolio manager, Mr. Ford led the group’s media and energy investing. Mr. Ford also serves on the boards of Exco Resources, Inc. and Crimson Exploration, Inc. as well as a number of private companies and not-for-profit entities. Previously, Mr. Ford served as a consultant at McKinsey & Co., an analyst at PaineWebber Incorporated, and as an asset manager and acquisitions analyst at National Partnership Investments Corp., a real estate investment firm. Mr. Ford’s appointment to the Board was made pursuant to the Merger Agreement as an appointee of Verge.

Jules Haimovitz is President of Haimovitz Consulting, a private media consulting firm. Mr. Haimovitz also served as Vice Chairman and Managing Partner of Dick Clark Productions, Inc., a producer of programming for television, cable networks, and syndicators, from 2002 to 2007. Mr. Haimovitz is currently a director of Blockbuster, Inc. and Infospace. Mr. Haimovitz’s career has also included experience serving in various capacities at Metro Goldwyn Mayer Inc., including President of MGM Networks Inc., as CEO of Video Jukebox Network Inc., President and COO of Spelling Entertainment, Inc., President and COO of King World Productions and various executive positions at Viacom, Inc., including President of the Viacom Network Group. Mr. Haimovitz will receive compensation from the Company for service on the Board on the same terms as other non-employee members of the Board. Mr. Haimovitz’s appointment to the Board was made pursuant to the Merger Agreement as an appointee of Verge.

Peter Murphy is the founder of Wentworth Capital Management, a private investment and venture capital firm focused on media, technology and branded consumer business. He served as President of Strategy and Development at Caesars Entertainment Corporation from 2009 until 2011, as an operating partner at Apollo Global Management from 2007 to 2009 and as Senior Executive Vice President and Chief Strategic Officer of The Walt Disney Company from 1988 to 2007. Mr. Murphy will receive compensation from the Company for service on the Board on the same terms as other non-employee members of the Board. Mr. Muphy’s appointment to the Board was made pursuant to the Merger Agreement as an appointee of Verge.

Verge acts as an agent for the sale of airtime owned by Triton to third parties. Revenues recognized in respect of such activities since the beginning of the current fiscal year are approximately $700,000.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The financial statements required by this Item 9.01(a) of Form 8-K will be filed by amendment no later than 71 days from the date hereof.

(b) Pro forma financial information.

The unaudited pro forma financial information required by this Item 9.01(b) of Form 8-K will be filed by amendment no later than 71 days from the date hereof.

(d) Exhibits.

The following is a list of the exhibits filed as a part of this Form 8-K:

Exhibit No.		Description
	3.1	Amended and Restated Certificate of Incorporation of Westwood One, Inc., as filed with the Secretary of State of the State of Delaware on October 21, 2011
	3.2	First Amendment to the Amended and Restated By-Laws of Westwood One, Inc., dated as of October 21, 2011
	4.1	Certificate of Designation, Powers, Preferences and Rights of Series A Preferred Stock of Westwood One, Inc., as filed with the Secretary of the State of Delaware on October 21, 2011
	10.1	First Lien Credit Agreement, dated as of October 21, 2011, with General Electric Capital Corporation, as administrative agent and collateral agent, ING Capital LLC, as syndication agent, and the lenders party thereto from time to time
	10.2	Guaranty and Security Agreement, dated as of October 21, 2011, in favor of General Electric Capital Corporation as administrative agent and collateral agent
	10.3	Second Lien Credit Agreement, dated as of October 21, 2011, with Cortland Capital Market Services LLC, as administrative agent and collateral agent, and Macquarie Capital (USA), Inc., as syndication agent, and the lenders party thereto from time to time
	10.4	Second Lien Guaranty and Security Agreement, dated as of October 21, 2011, in favor of Cortland Capital Market Services LLC, as administrative agent and collateral agent
	10.5	Registration Rights Agreement, dated as of October 21, 2011, by and among Westwood One, Inc., Gores Radio Holdings, LLC and Triton Media Group, LLC
	10.6	Amended and Restated Investor Rights Agreement, dated as of October 21, 2011, by and among Westwood One, Inc., Gores Radio Holdings, LLC and the other investors signatory thereto and the parties executing a Joinder Agreement in accordance with the terms thereto
	10.7	Letter Agreement, dated as of October 21, 2011, by and among Westwood One, Inc., Radio Network Holdings, LLC, and Verge Media Companies, Inc.
	10.8	Amendment No. 1 to the Indemnity and Contribution Agreement, dated as of October 21, 2011, by and among Westwood One, Inc., Gores Radio Holdings, LLC, Verge Media Companies, Inc. and Triton Media Group, LLC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WESTWOOD ONE, INC.
Date: October 27, 2011	By:	/s/ David Hillman Name: David Hillman
		Title: Executive Vice President

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

OF

WESTWOOD ONE, INC.

October 21, 2011

The undersigned, David Hillman, certifies that he is the Executive Vice President of Westwood One, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), and does hereby further certify as follows:

(1) The name of the Corporation is Westwood One, Inc. The Corporation was originally incorporated under the name Westwood One Delaware, Inc. and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 21, 1985.

(2) This Amended and Restated Certificate of Incorporation amends and, as amended, restates in its entirety the Certificate of Incorporation and has been duly proposed by resolutions adopted and declared advisable by the Board of Directors of the Corporation and duly executed and acknowledged by the officers of the Corporation in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware.

(3) The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

FIRST: NAME

The name of the corporation is Westwood One, Inc. (the “Corporation”).

SECOND: REGISTERED OFFICE

The registered office of the Corporation is located at 2711 Centerville Road, Suite 400, City of Wilmington, 19808, New Castle County, State of Delaware. The name of its registered agent at such address is Corporation Service Company.

THIRD: PURPOSE

Subject to Clause (b)(i)(C)(2) of Article FOURTH, the purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”).

FOURTH: CAPITAL STOCK

(a) AUTHORIZED CAPITAL STOCK.

(i) The total number of shares of stock that the Corporation shall have authority to issue is 5,035,200,000 shares, consisting of: (1) 5,000,000,000 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”); (2) 35,000,000 shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”); and (3) 200,000 shares of Preferred Stock, par value $.01 per share (“Preferred Stock”), issuable in one or more series as hereinafter provided. Except as otherwise expressly provided in this Amended and Restated Certificate of Incorporation, Class A Common Stock and Class B Common Stock shall be identical in all respects and shall have equal rights and privileges. References to the Common Stock, unless otherwise provided, refer to both the Class A Common Stock and the Class B Common Stock.

(ii) Upon this Amended and Restated Certificate of Incorporation becoming effective (the “Effective Time”), each share of Common Stock, par value $.01 per share, issued and outstanding immediately prior to the Effective Time (“Old Common Stock”) shall be reclassified as and converted into one share of Class A Common Stock. Each certificate that previously represented shares of Old Common Stock shall, from and after the Effective Time, represent the number of shares of Class A Common Stock into which the shares of Old Common Stock previously represented by such stock certificate were converted pursuant hereto.

(iii) The number of authorized shares of Class A Common Stock or Preferred Stock may be increased or decreased (but the number of authorized shares of Class A Common Stock may not be decreased below (1) the number of shares thereof then outstanding plus (2) the number of shares of Class A Common Stock issuable upon the conversion of Class B Common Stock and the exercise of outstanding options, warrants, exchange rights, conversion rights or similar rights for Class A Common Stock, and the number of authorized shares of Preferred Stock may not be decreased below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the Common Stock together with any other class of capital stock of the Corporation entitled to vote thereon in accordance with its terms irrespective of the provisions of Section 242(b)(2) of the GCL or any corresponding provision hereinafter enacted.

(iv) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purposes of issuance upon conversion of the outstanding shares of Class B Common Stock, such number of shares of Class A Common Stock that shall be issuable upon the conversion of all such outstanding shares of Class B Common Stock; provided, however, that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of the conversion of the outstanding shares of Class B Common Stock by delivery of shares of Class A Common Stock which are held in the treasury of the Corporation. All shares of Class A Common Stock issued upon conversion of shares of Class B Common Stock shall, upon issue, be validly issued, fully paid and non-assessable.

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(b) COMMON STOCK VOTING RIGHTS AND DIRECTORS; DIVIDENDS AND DISTRIBUTIONS; SPLITS; OPTIONS; MERGERS; LIQUIDATION; PREEMPTIVE RIGHTS; CONVERSION.

(i) Common Stock Voting Rights and Directors.

(A) The holders of shares of Common Stock shall have the following voting rights and powers:

(1) Each holder of Class A Common Stock and Class B Common Stock shall be entitled, with respect to each share of Common Stock held by such holder on the applicable record date, to one (1) vote in person or by proxy on all matters submitted to a vote of the holders of Class A Common Stock and/or Class B Common Stock, whether voting separately as a class, together as a single class or otherwise. Except as required by applicable law or in connection with a Sale of the Corporation (as hereinafter defined), no vote of any holder of Common Stock shall be required in connection with any matters to be undertaken by the Corporation or its subsidiaries.

(2) Until the third anniversary of the effective date of this Amended and Restated Certificate of Incorporation, the affirmative vote of not less than two-thirds of the outstanding Class A Common Stock (voting as a separate class) shall be required to approve a Sale of the Corporation (as hereinafter defined), unless the price per share of Class A Common Stock in such transaction exceeds $7.78, minus the per share amount of all cash dividends to holders of record after July 30, 2011 and prior to the date of such Sale of the Corporation (subject, in each case, to adjustment based upon stock splits, stock dividends and transactions having similar effects). “Sale of the Corporation” means a sale of all or substantially all of the assets of the Corporation, or a merger, sale of stock or other transaction in which the holders of Common Stock of the Corporation immediately prior to such transaction (excluding any stockholders who are directly or indirectly part of the buying group in such transaction), collectively do not own a majority of the voting securities and a majority of the economic interests of all capital stock of the Corporation immediately following such transaction.

(3) Except as otherwise required by applicable law, there shall be no cumulative voting on any matter brought to a vote of stockholders of the Corporation.

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(B) The number of directors which shall constitute the whole Board of Directors shall initially be nine (9), and shall thereafter be fixed by, or in the manner provided in, the By-Laws of the Corporation. In addition:

(1) Until the later of (x) the date that is eighteen (18) months following the effective date of this Amended and Restated Certificate of Incorporation and (y) the date on which at least 35% of the outstanding shares of Common Stock are freely tradable on the NASDAQ Stock Market or other national securities exchange (the later of (x) and (y), the “Board Trigger Date”), the holders of Class A Common Stock voting together as a separate class shall be entitled to elect three (3) members of the Board of Directors, at least one (1) of whom shall be an “Independent Director” (as defined by NASDAQ Marketplace Rule 5605(a)(2) or any successor provision), which such Independent Director shall be reasonably acceptable to a majority of the directors elected by the holders of Class B Common Stock; provided, however, that (A) at such time as all outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock in accordance with Clause (b)(viii) of this Article FOURTH, the holders of Class A Common Stock (or if any holders of shares of Preferred Stock are entitled to vote thereon together with the holders of Class A Common Stock, as one class with such holders of shares of Preferred Stock) shall be entitled to elect all members of the Board of Directors (other than any member of the Board of Directors elected separately by the holders of one or more series of Preferred Stock); and (B) following the Board Trigger Date (but prior to the events described in (A) above), the holders of Class A Common Stock and Class B Common Stock (or if any holders of shares of Preferred Stock are entitled to vote thereon together with the holders of Class A Common Stock or Class B Common Stock, as one class with such holders of shares of Preferred Stock), voting together as a single class, shall be entitled to elect all members of the Board of Directors (other than any member of the Board of Directors elected separately by the holders of one or more series of Preferred Stock).

(2) Prior to the Board Trigger Date, the Corporation shall be required to nominate its Chief Executive Officer for election to the Board of Directors at each meeting of stockholders held to elect members to the Board of Directors. The Chief Executive Officer shall be elected to the Board of Directors upon receipt of a plurality of votes of the holders of Common Stock (or if any holders of shares of Preferred Stock are entitled to vote thereon together with the holders of Class A Common Stock, together as one class with such holders of Preferred Stock), voting together as a single class.

(3) Subject to the proviso in Clause (b)(i)(B)(1) and Clause (b)(i)(B)(2) of Article FOURTH, until the Board Trigger Date, the holders of Class B Common Stock voting together as a separate class shall be entitled to elect each other member of the Board of Directors, at least two (2) of whom shall be Independent Directors, which such Independent Directors shall be reasonably acceptable to a majority of the directors elected by the holders of Class A Common Stock.

(4) Any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause of a member of the Board of Directors elected by the holders of Class A Common Stock voting separately as a class shall be filled by majority vote of the remaining director or directors elected by the holders of Class A Common Stock, even if less than a quorum, or if there are no such directors or such directors fail to fill such vacancies within thirty (30) days, by the vote of the holders of Class A Common Stock, voting separately as a class (or if any holders of Preferred Stock are entitled to vote thereon together with the holders of Class A Common Stock, as one class with such holders of Preferred Stock). Any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause of a member of the Board of Directors elected by the holders of Class B Common Stock voting separately as a class shall be filled by majority vote of the remaining directors so elected by the holders of Class B Common Stock, even if less than a quorum, or if there are no such directors or such directors fail to fill such vacancies within

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thirty (30) days, by the vote of the holders of Class B Common Stock voting separately as a class; provided, however, that at such time as all outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock in accordance with Clause (b)(viii) of this Article FOURTH, any such vacancies shall be filled by majority vote of the remaining directors then in office, although less than a quorum, or by a sole remaining director, or if there are no such directors or such directors fail to fill such vacancies within thirty (30) days, by the holders of Class A Common Stock (or if any holders of shares of Preferred Stock are entitled to vote thereon together with the holders of Class A Common Stock, together as one class with such holders of Preferred Stock). Any vacancy on the Board of Directors resulting from death, resignation, disqualification, removal or other cause of the Chief Executive Officer shall remain vacant until a replacement is elected by the holders of the Common Stock in accordance with Clause (b)(i)(B)(2) of Article FOURTH. The foregoing provisions of this Clause (b)(i)(B)(4) of this Article FOURTH shall not apply to any members of the Board of Directors elected by one or more series of Preferred Stock voting as a separate class.

(C) Until the later of (x) date on which at least 35% of the outstanding shares of Common Stock are freely tradable on the NASDAQ Stock Market or other national securities exchange, and (y) the date on which the Authorized Class B Holders (as defined below) shall cease to own a majority of the outstanding shares of voting securities of the Corporation:

(1) The following actions may not be taken (or agreed to be taken) by the Corporation without the consent of (x) all of the Independent Directors or (y) a majority of the members of the Board of Directors elected by the holders of the Class A Common Stock and a majority of the members of the Board of Directors elected by the holders of the Class B Common Stock: (i) entering into any acquisition or disposition that would require the approval of the Stockholders of the Corporation under the GCL or applicable stock exchange rules (other than a Sale of the Corporation (as defined in Clause (b)(i)(A)(2) of this Article FOURTH) over which the holders of the Class A Common Stock do not have a separate class vote); or (ii) taking any action to liquidate, dissolve or wind up the Corporation; and

(2) The following actions may not be taken (or agreed to be taken) by the Corporation without the consent of a majority of the members of the Board of Directors elected by the holders of the Class A Common Stock and a majority of the members of the Board of Directors elected by the holders of the Class B Common Stock: (i) materially changing the scope of the Corporation’s business operations, which consists of operating in the media industry generally, (ii) filing for bankruptcy, insolvency, receivership or similar proceedings by or against the Corporation; or (iii) amending the By-Laws of the Corporation or the organization documents of any of its material subsidiaries in a manner that is contrary to the terms of this Amended and Restated Certificate of Incorporation.

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(3) The following actions may not be taken (or agreed to be taken) by the Corporation without the consent of a majority of the members of the Board of Directors elected by the holders of the Class A Common Stock: (i) amending the By-Laws of the Corporation or the organization documents of any of its material subsidiaries in a manner that (x) materially adversely affects the rights of holders of Class A Common Stock in a disproportionate manner relative to the holders of Class B Common Stock (it being understood that equity issuances by the Corporation or its subsidiaries (including without limitation the issuance of any interests as contemplated by Clause (b)(iv) of this Article FOURTH) and any expansions of the size of the Board of Directors or the boards of directors or managers of any subsidiaries of the Corporation in connection with any such equity issuances shall not be deemed to materially adversely affect such rights) or (y) prior to the Board Trigger Date, adversely affects the right of the holders of Class A Common Stock to elect the members to the Board of Directors provided for in Clause (b)(i)(B)(1) of this Article FOURTH or the approval right set forth in Clause (b)(i)(C) of this Article FOURTH of the directors elected by the holders of Class A Common Stock or, prior to the third anniversary of the effective date of this Amended and Restated Certificate of Incorporation, adversely affects the rights of holders of Class A Common Stock to approve a Sale of the Corporation pursuant to Clause (b)(i)(A)(2) of this Article FOURTH; or (ii) the Corporation electing not to pay any amounts as and when owing by the Corporation under that certain Stock Purchase Agreement, dated as of April 29, 2011, between the Corporation and Clear Channel Acquisition LLC (the “Clear Channel SPA”); provided that this subsection (ii) shall not apply (A) at any time after the Guaranty (as defined in the Clear Channel SPA) no longer imposes any payment obligations on the guarantors thereunder; or (B) if the making of such payment would cause a default under any of the Corporation’s or its subsidiaries’ debt obligations.

(4) The following actions may not be taken (or agreed to be taken) by the Corporation without the consent of a majority of the members of the Board of Directors elected by the holders of the Class B Common Stock: (i) amending the By-Laws of the Corporation or the organization documents of any of its material subsidiaries in a manner that (x) materially adversely affects the rights of holders of Class B Common Stock in a disproportionate manner relative to the holders of Class A Common Stock (it being understood that equity issuances by the Corporation or its subsidiaries (including without limitation the issuance of any interests as contemplated by Clause (b)(iv) of this Article FOURTH) and any expansions of the size of the Board of Directors or the boards of directors or managers of any subsidiaries of the Corporation in connection with any such equity issuances shall not be deemed to materially adversely affect such rights) or (y) prior to the Board Trigger Date, adversely affects the right of the holders of Class B Common Stock to elect the members to the Board of Directors provided for in Clause (b)(i)(B)(3) of this Article FOURTH or the approval right set forth in Clause (b)(i)(C) of this Article FOURTH of the directors elected by the holders of Class B Common Stock; or (ii) entering into any transaction with Affiliates other than the holders of Class B Common Stock and other than Exempt Transactions.

For purposes of this Clause (b)(i)(C) of this Article FOURTH, (a) “Affiliate” with respect to the Corporation means any person or entity controlling, controlled by or under common control with the Corporation, and such “control” will be presumed if any person or entity owns 10% or more of the voting securities of the Corporation; and (b) “Exempt Transaction” means any of the following transactions with the Corporation or any of its subsidiaries: (x) any transaction undertaken pursuant to the Digital Reseller Agreement, dated as of July 29, 2011 between Triton Media Group, LLC (to be renamed Triton Media, LLC), a California limited liability company, and Dial Communications Global Media, LLC, a Delaware limited liability company, as in effect on the effective date hereof; (y) with the approval of a majority of disinterested directors (which approval would not be required for pre-existing arrangements or for transactions in compliance with clause (z) below), arms-length ordinary course business arrangements with portfolio companies of Oaktree Capital Management, L.P., The Gores Group, LLC and Black Canyon Capital, including, without limitation, ordinary course business arrangements with Townsquare Media, LLC, Grenax Broadcasting, and/or Liberman Broadcasting (and/or their respective Affiliates, subsidiaries or acquirers); or (z) so long as in compliance with the Corporation’s policy, if any, on related party transactions (as approved by the Independent Directors), other de minimis arms-length commercial transactions that have lifetime cost or gross revenue to the Corporation (based on remaining contract duration) that is equal to or less than 0.5% of the Corporation’s annual operating costs or gross revenues for the preceding fiscal year.

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(D) Except as otherwise required by applicable law, the Corporation shall not, without the prior affirmative vote of holders of at least a majority of the voting power of the outstanding Class A Common Stock voting as a separate class, amend, modify or repeal, or agree to amend, modify or repeal, in each case including by merger, consolidation or otherwise, Article FOURTH, Article FIFTH or Article EIGHTH in a manner that (x) materially adversely affects the rights of holders of Class A Common Stock in a disproportionate manner relative to the holders of Class B Common Stock (it being understood that equity issuances by the Corporation or its subsidiaries (including without limitation the issuance of any interests as contemplated by Clause (b)(iv) of this Article FOURTH) and any expansions of the size of the Board of Directors or the boards of directors or managers of any subsidiaries of the Corporation in connection with any such equity issuances shall not be deemed to materially adversely affect such rights) or (y) prior to the Board Trigger Date, adversely affects the right of the holders of Class A Common Stock to elect the members to the Board of Directors provided for in Clause (b)(i)(B)(1) of this Article FOURTH or the approval right set forth in Clause (b)(i)(C) of this Article FOURTH of the directors elected by the holders of Class A Common Stock or, prior to the third anniversary of the effective date of this Amended and Restated Certificate of Incorporation, adversely affects the rights of holders of Class A Common Stock to approve a Sale of the Corporation pursuant to Clause (b)(i)(A)(2) of this Article FOURTH;

(E) Except as otherwise required by applicable law, the Corporation shall not, without the prior affirmative vote of holders of at least a majority of the voting power of the outstanding Class B Common Stock voting as a separate class, amend, modify or repeal, or agree to amend, modify or repeal, in each case including by merger, consolidation or otherwise, Article FOURTH, Article FIFTH or Article EIGHTH in a manner that (x) materially adversely affects the rights of holders of Class B Common Stock in a disproportionate manner relative to the holders of Class A Common Stock (it being understood that equity issuances by the Corporation or its subsidiaries (including without limitation the issuance of any interests as contemplated by Clause (b)(iv) of this Article FOURTH) and any expansions of the size of the Board of Directors or the boards of directors or managers of any subsidiaries of the Corporation in connection with any such equity issuances shall not be deemed to materially adversely affect such rights) or (y) prior to the Board Trigger Date, adversely affects the right of the holders of Class B Common Stock to elect the members to the Board of Directors provided for in Clause (b)(i)(B)(3) of this Article FOURTH or the approval right set forth in Clause (b)(i)(C) of this Article FOURTH of the directors elected by the holders of Class B Common Stock;

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(F) Except as otherwise expressly provided in this Amended and Restated Certificate of Incorporation or the By-Laws or required by applicable law, the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation (or if any holders of shares of any series of Preferred Stock are entitled to vote together with the holders of Common Stock, as one class with such holders of such series of Preferred Stock); provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on the adoption of any Certificate of Designations designating the rights and preferences of any series of Preferred Stock.

(G) Any action required or permitted to be taken at any meeting of any holders of Common Stock and Preferred Stock may be taken without a meeting in accordance with the terms of the By-Laws.

(ii) Dividends and Distributions.

(A) Subject to the preferences applicable to any series of Preferred Stock outstanding at any time, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, property or shares of stock of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor; provided, however, that, subject to the provisions of this Clause (b)(ii) of this Article FOURTH, the Corporation shall not pay dividends or make distributions to any holders of any class of Common Stock unless simultaneously with such dividend or distribution, as the case may be, the Corporation makes the same dividend or distribution with respect to each outstanding share of Common Stock regardless of class.

(B) In the case of dividends or other distributions on Common Stock payable in Class A Common Stock or Class B Common Stock, including without limitation distributions pursuant to stock splits or divisions of Class A Common Stock or Class B Common Stock, each class of Common Stock shall receive a dividend or distribution in shares of its class of Common Stock and the number of shares of each class of Common Stock payable per share of such class of Common Stock shall be equal in number.

(iii) Stock Splits.

The Corporation shall not in any manner subdivide (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combine (by reverse stock split, reclassification, recapitalization or otherwise) the outstanding shares of one class of Common Stock unless the outstanding shares of all classes of Common Stock shall be proportionately subdivided or combined.

(iv) Options, Rights or Warrants.

The Corporation shall have the power to create and issue, whether or not in connection with the issue and sale of any shares of stock or other securities of the Corporation, options, exchange rights, warrants, convertible rights, and similar rights permitting the holders thereof to purchase from the Corporation any shares of its capital stock of any class or classes at the time authorized, such options, exchange rights, warrants, convertible rights and similar rights to have such terms and conditions, and to be evidenced by or in such instrument or instruments, consistent with the terms and provisions of this Amended and Restated Certificate of Incorporation and as shall be approved by the Board of Directors.

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(v) Mergers, Consolidation, Etc.

In the event that the Corporation shall enter into any consolidation, merger, combination or other transaction in which shares of Common Stock are exchanged for or converted into other stock or securities, cash and/or any other property, then, and in such event, the shares of each class of Common Stock shall be exchanged for or converted into the same kind and amount of stock, securities, cash and/or any other property, as the case may be, into which or for which each share of any other class of Common Stock is exchanged or converted; provided, however, that if shares of Common Stock are exchanged for or converted into shares of capital stock, such shares received upon such exchange or conversion may differ, but only in a manner substantially similar to the manner in which Class A Common Stock and Class B Common Stock differ, and, in any event, and without limitation, the conversion rights and obligations of the holders of Class B Common Stock and the other relative rights and treatment accorded to the Class A Common Stock and Class B Common Stock in this Clause (b) of this Article FOURTH shall be preserved. To the fullest extent permitted by law, any construction, calculation or interpretation made by the Board of Directors in determining the application of the provisions of this Clause (b)(v) of this Article FOURTH in good faith shall be conclusive and binding on the Corporation and its stockholders.

(vi) Liquidation Rights.

In the event of any dissolution, liquidation or winding-up of the affairs of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation and after making provision for the holders of any series of Preferred Stock entitled thereto, the remaining assets and funds of the Corporation, if any, shall be divided among and paid ratably to the holders of the shares of Class A Common Stock and Class B Common Stock treated as a single class.

(vii) No Preemptive Rights.

The holders of shares of Common Stock are not entitled to any preemptive right to subscribe for, purchase or receive any part of any new or additional issue of stock of any class, whether now or hereafter authorized, or of bonds, debentures or other securities convertible into or exchangeable for stock.

(viii) Conversion of Class B Common Stock.

(A) Shares of Class B Common Stock shall at all times be held only by Authorized Class B Holders (as hereinafter defined). In that regard, each share of Class B Common Stock Transferred (as hereinafter defined) to one or more persons or entities other than Authorized Class B Holders shall automatically convert into one (1) fully paid and non-assessable share of Class A Common Stock upon such Transfer. “Authorized Class B Holders” shall mean any of Triton Media Group, LLC, its Affiliates. “Transfer” shall mean any sale, assignment, gift, pledge, hypothecation, mortgage, exchange or other disposition.

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(B) Each share of Class B Common Stock shall automatically convert into one (1) fully paid and non-assessable share of Class A Common Stock upon the Conversion Trigger Date. “Conversion Trigger Date” means the later of (i) the third anniversary of the effective date of this Amended and Restated Certificate of Incorporation, and (ii) the date upon which both of the following conditions are satisfied: (x) at least 35% of the outstanding shares of Common Stock are freely tradable on the NASDAQ Stock Market or other national securities exchange and (y) the Authorized Class B Holders shall cease to own a majority of the outstanding shares of voting securities of the Corporation.

(C) As promptly as practicable following the surrender of a certificate formerly representing shares of Class B Common Stock that have been converted pursuant to Clause (b)(viii)(A) or (B) of this Article FOURTH, and the payment in cash of any amount required by the provisions of Clause (b)(viii)(F) of this Article FOURTH, the Corporation shall deliver or cause to be delivered at the office of the transfer agent a certificate or certificates representing the number of shares of Class A Common Stock issuable upon such conversion, issued in such name or names as such holder may direct. Such conversion shall be deemed to have been effected (1) immediately prior to the close of business of the Corporation on the date of Transfer in the case of a conversion under Clause (b)(viii)(A) of this Article FOURTH and (3) immediately prior to the close of business of the Corporation on the Conversion Trigger Date in the case of an automatic conversion under Clause (b)(viii)(B) of this Article FOURTH. At the close of business of the Corporation on the date any such conversion is made or deemed to be effected, except as otherwise provided herein, all rights of the holder of such shares of Class B Common Stock as a holder thereof shall cease, and the person or persons in whose name or names the certificate or certificates representing the shares of Class A Common Stock are to be issued shall be treated for all purposes as having become the record holder or holders of such shares of Class A Common Stock as of such date; provided, however, that if any such conversion is made or deemed to be effected on any date when the stock transfer books of the Corporation shall be closed, all rights of the holder of such shares of Class B Common Stock as a holder thereof shall not cease, and the person or persons in whose name or names the certificate or certificates representing shares of Class A Common Stock are to be issued shall not be deemed the record holder or holders thereof, until the opening of business of the Corporation on the next succeeding day on which the stock transfer books are open.

(D) In the event of a recapitalization, reorganization, reclassification or other event as a result of which the shares of Class A Common Stock are exchanged for or converted into other stock or securities, cash and/or any other property, then a holder of Class B Common Stock shall be entitled to receive upon conversion the same kind and amount of such stock, security, cash and/or other property that such holder would have received if such conversion had occurred immediately prior to the record date or effective date of such event.

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(E) No adjustments in respect of dividends shall be made upon the conversion of any shares of Class B Common Stock except as otherwise provided herein; provided, however, that if a share of Class B Common Stock shall be converted subsequent to the record date for the payment of a dividend or other distribution on shares of Class B Common Stock but prior to such payment, then the registered holder of such share at the close of business on such record date shall be entitled to receive the dividend or other distribution payable on such shares on such date notwithstanding the conversion thereof.

(F) The issuance of certificates for shares of Class A Common Stock upon conversion of Class B Common Stock shall be made without charge to the holders of such shares for any transfer or other similar tax in respect of such issuance; provided, however, that if any such certificate is to be issued in a name other than that of the holder of the share or shares of Class B Common Stock converted, then the person or persons requesting the issuance thereof shall pay to the Corporation the amount of any tax that may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Corporation that such tax has been paid or is not payable.

(G) Shares of Class B Common Stock that are converted into shares of Class A Common Stock as provided herein shall be retired and not available for reissue by the Corporation.

(c) PREFERRED STOCK.

The Board of Directors is hereby expressly authorized to provide for the issuance of all or any shares of the Preferred Stock in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series, including, without limitation, the authority to provide that any such class or series may be:

(i) subject to redemption at such time or times and at such price or prices;

(ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series;

(iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; or

(iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such resolution or resolutions.

FIFTH: REMOVAL OF DIRECTORS

(a) CLASS A COMMON REMOVAL.

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Any director elected by the vote of the holders of Class A Common Stock (or directors appointed to fill a vacancy by directors elected by the vote of the holders of Class A Common Stock) voting separately as a class (or if any holders of Preferred Stock are entitled to vote thereon together with the holders of Class A Common Stock, as one class with such holders of Preferred Stock) may only be removed from office at any time, with or without cause, solely by the affirmative vote of a majority of the voting power of the outstanding shares of Class A Common Stock, voting separately as a class (or if any holders of Preferred Stock are entitled to vote thereon together with the holders of Class A Common Stock, as one class with such holders of Preferred Stock).

(b) CLASS B COMMON REMOVAL.

Any director elected by the vote of the holders of Class B Common Stock (or directors appointed to fill a vacancy by directors elected by the vote of the holders of Class B Common Stock) voting separately as a class (or if any holders of Preferred Stock are entitled to vote thereon together with the holders of Class B Common Stock, as one class with such holders of Preferred Stock) may only be removed from office at any time, with or without cause, solely by the affirmative vote of a majority of the voting power of the outstanding shares of Class B Common Stock, voting as a separate class (or if any holders of Preferred Stock are entitled to vote thereon together with the holders of Class B Common Stock, as one class with such holders of Preferred Stock).

SIXTH: BY-LAWS

The Board of Directors may from time to time adopt, make, amend, supplement or repeal the By-Laws, except as provided in this Amended and Restated Certificate of Incorporation or in the By-Laws. Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

SEVENTH: INDEMNIFICATION; DIRECTOR EXCULPATION

(a) INDEMNIFICATION

The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in accordance with the GCL and on the terms set forth in the By-Laws.

(b) DIRECTOR EXCULPATION

No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the GCL as the same exists or may hereafter be amended. If the GCL is amended hereafter to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent authorized by the GCL, as so amended. Any repeal or modification of this Article SEVENTH shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

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EIGHTH: AMENDMENT, ETC.

Subject in each instance to Clauses (b)(i)(D) and (b)(i)(E) of Article FOURTH of this Amended and Restated Certificate of Incorporation, the Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner now or hereafter authorized by the laws of the State of Delaware. All rights, preferences and privileges herein conferred are granted subject to this reservation.

NINTH: CORPORATE OPPORTUNITIES

(a) CERTAIN ACKNOWLEDGEMENTS.

In recognition of the fact that the Corporation, on the one hand, and the Principal Investors (as defined below), on the other hand, may currently engage in, and may in the future engage in, the same or similar activities or lines of business and have an interest in the same areas and types of corporate opportunities, and in recognition of the benefits to be derived by the Corporation, through its continued corporate and business relations with the Principal Investors (including possible service of directors, officers and employees of the Principal Investors as directors, officers and employees of the Corporation), the provisions of this Article NINTH are set forth to regulate and define the conduct of certain affairs of the Corporation and its subsidiaries, as they may involve the Principal Investors, and the powers, rights, duties and liabilities of the Corporation and its subsidiaries as well as the respective directors, officers, employees and stockholders thereof.

(b) RENOUNCEMENT OF CERTAIN CORPORATE OPPORTUNITIES.

To the fullest extent permitted by law: (i) the Corporation and its subsidiaries shall have no interest or expectancy in any corporate opportunity and no expectation that such corporate opportunity be offered to the Corporation or its subsidiaries, if such opportunity is one that the Principal Investors has acquired knowledge of or is otherwise pursuing, and any such interest or expectancy in any such corporate opportunity is hereby renounced, so that as a result of such renunciation, the corporate opportunity shall belong to the Principal Investors; (ii) each member of the Principal Investors shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly: (A) engage in the same, similar or competing business activities or lines of business as the Corporation or its subsidiaries, (B) do business with any client or customer of the Corporation or its subsidiaries, or (C) make investments in competing businesses of the Corporation or its subsidiaries, and such acts shall not be deemed wrongful or improper;

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(iii) no member of the Principal Investors shall be liable to the Corporation or its subsidiaries for breach of any duty (contractual or otherwise), including without limitation fiduciary duties, by reason of any such activities or of such Person’s participation therein; and (iv) in the event that any member of the Principal Investors acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Corporation or its subsidiaries, on the one hand, and any member of the Principal Investors, on the other hand, or any other Person, no member of the Principal Investors shall have any duty (contractual or otherwise), including without limitation fiduciary duties, to communicate, present or offer such corporate opportunity to the Corporation or its subsidiaries and shall not be liable to the Corporation or its subsidiaries for breach of any duty (contractual or otherwise), including without limitation fiduciary duties, by reason of the fact that any member of the Principal Investors directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present or communicate such opportunity to the Corporation or its subsidiaries, even though such corporate opportunity may be of a character that, if presented to the Corporation or its subsidiaries, could be taken by the Corporation or its subsidiaries.

(c) CERTAIN DEFINITIONS.

For purposes of this Article NINTH, “Principal Investors” means each of (i) Oaktree Capital Management, L.P., its affiliates and any of their respective managed investment funds and portfolio companies (other than the Corporation and its subsidiaries) and their respective partners, members, directors, employees, stockholders, agents, any successor by operation of law (including by merger) of any such person, and any entity that acquires all or substantially all of the assets of any such person in a single transaction or series of related transactions and (ii) any other holder of Common Stock that is an Affiliate of the Corporation as of the date hereof.

(d) SEVERABILITY.

To the extent that any provision of this Article NINTH is found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision of this Article NINTH.

(Remainder of this Page Intentionally Left Blank)

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IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation, which restates, integrates and further amends the provisions of the Certificate of Incorporation of the Corporation, and which was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, has been signed as of the date first written above.

WESTWOOD ONE, INC.
By:	/s/ David Hillman
	Name:	David Hillman
	Title:	Executive Vice President

EX-3.2

Exhibit 3.2

FINAL VERSION

FIRST AMENDMENT

TO THE

AMENDED AND RESTATED BY-LAWS

OF

WESTWOOD ONE, INC.

The Amended and Restated By-Laws (the “By-Laws”) of Westwood One, Inc., a Delaware corporation, are hereby amended, effective as of October 21, 2011, as follows:

1. Section 1.1 of Article I of the By-Laws is hereby amended and restated to read in its entirety as follows:

Section 1.1 Registered Office. The registered office of the Corporation shall be located at 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, State of Delaware and the name of the registered agent at that address shall be Corporation Service Company.

2. The last sentence of Section 2.3 of Article II of the By-Laws is hereby amended by deleting the phrase “, as set forth in the Certificate of Incorporation” set forth therein.

3. The first paragraph of section 2.16 of Article II of the By-Laws is hereby amended and restated to read in its entirety as follows:

Section 2.16 Notification of Nominations. Subject to the terms of the Certificate of Incorporation, persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, subject to the rights of holders of any class or series of stock having a preference over the common stock of the Corporation, par value $0.01 per share, as to dividends or upon liquidation to elect directors under specified circumstances. Nominations of persons for election to the Board of Directors may be made at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.16 of this Article II and on the record date for the determination of stockholders entitled to vote at such meeting, (ii) who complies with the notice procedures set forth in this Section 2.16 of this Article II, and (iii) who has the right to vote for the election of the seat being nominated under the terms of the class of stock held of record by such stockholder.

4. Section 3.1 of Article III of the By-Laws is hereby amended and restated to read in its entirety as follows:

Section 3.1 Number and Election of Directors. Except as otherwise provided in the last sentence of this Section 3.1, Section 3.2 of this Article III and subject to the right to elect additional directors under specified circumstances which may be granted, pursuant to the provisions of Section (c) of Article Fourth of the Certificate of Incorporation, to holders of any class or series of Preferred Stock, the Board of Directors shall consist of not less than three (3) nor more than thirteen (13) members, the exact number of which shall initially consist of nine (9) directors until changed as herein provided. Except as provided in the Certificate of Incorporation, directors shall be elected by a plurality of the votes cast at each Annual Meeting of Stockholders and each director so elected shall hold office until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Directors need not be stockholders. The Board of Directors must have a minimum of three (3) independent directors (as defined by NASDAQ Marketplace Rule 5605(a)(2) or any successor provision) or a higher number if required by the U.S. Securities and Exchange Commission or the rules and regulations of any securities exchange or quotation system on which the Corporation’s securities are listed or quoted for trading in the future and, in the case of a higher number so being required, the Board of Directors will be expanded to allow for the appointment of any additional independent directors so required, and each such additional seat will be filled with an independent director appointed by a majority of the Board of Directors and elected annually by the holders of Common Stock (and any holders of Preferred Stock that has the right to vote as a class with the holders of Common Stock), voting as a single class.

5. Section 3.3 of Article III of the By-Laws is hereby amended and restated to read in its entirety as follows:

Section 3.3 Vacancies. Unless otherwise required by law, any vacancy on the Board of Directors shall be filled as provided in the Certificate of Incorporation. Any vacancy on any committee of the Board of Directors arising through death, resignation, removal, an increase in the number of directors constituting such committee or otherwise may be filled only as provided in the Certificate of Incorporation. The directors so chosen shall, in the case of any committee of the Board of Directors, hold office until their successors are duly appointed in accordance with the Certificate of Incorporation or until their earlier death, resignation or removal.

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6. Section 3.5 of Article III of the By-Laws is hereby amended and restated to read in its entirety as follows:

Section 3.5 Meetings. The Board of Directors and any committee thereof may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors or any committee thereof may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors or such committee, respectively. Special meetings of the Board of Directors shall be held upon call by or at the direction of the Chairman of the Board, if there be one, or by any two (2) directors. Special meetings of any committee of the Board of Directors may be called by the chairman of such committee, if there be one, or any two (2) directors serving on such committee. Except as otherwise required by law, notice of each such meeting stating the place, date and hour of the meeting shall be given to each director (or, in the case of a committee, to each member of such committee) either by mail, telephone, telegram or other means of electronic transmission or by personal delivery on forty-eight (48) hours’ prior notice.

7. The first sentence of Section 3.11 of Article III of the By-Laws is hereby amended by deleting such sentence in its entirety and replacing it with the following:

The Board of Directors may designate one or more committees, each committee to consist of at least one Class A Director and at least one Class B Director (for so long as there are Class B Directors).

8. The first sentence of Section 3.12 of Article III of the By-Laws is hereby amended by deleting such sentence in its entirety and replacing it with the following:

The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and, if approved by the Board of Directors, may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary for service as director, payable in cash or securities.

9. The first sentence of Section 5.4 of Article V of the By-Laws is hereby amended by deleting such sentence in its entirety and replacing it with the following:

Stock of the Corporation shall be transferable in the manner prescribed by applicable law, these By-Laws and the Certificate of Incorporation.

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10. A new Section 7.5 of Article VII of the By-Laws is added to read in its entirety as follows:

Section 7.5 Defined Terms. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Certificate of Incorporation.

11. The following paragraph is hereby inserted after the first paragraph of Section 8.1 of Article VIII of the By-Laws:

The Corporation hereby acknowledges that certain directors and officers affiliated with Oaktree Capital Management, L.P. or The Gores Group, LLC or affiliates of Oaktree Capital Management, L.P. or The Gores Group, LLC may have certain rights to indemnification, advancement of expenses and/or insurance provided by such institutional investors or certain of their affiliates (collectively, the “Institutional Indemnitors”). The Corporation hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to the indemnitee are primary and any obligation of the Institutional Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by the indemnitee in accordance with this Article VIII without regard to any rights the indemnitee may have against the Institutional Indemnitors and (iii) that it irrevocably waives, relinquishes and releases the Institutional Indemnitors from any and all claims against the Institutional Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by the Institutional Indemnitors on behalf of the indemnitee with respect to any claim for which the indemnitee has sought indemnification from the Corporation shall affect the foregoing and the Institutional Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the indemnitee against the Corporation.

12. Section 9.1 of Article IX of the By-Laws is hereby amended and restated to read in its entirety as follows:

Section 9.1 Amendments. These By-Laws may be altered, amended or repealed, in whole or in part, only as provided in the Certificate of Incorporation.

Until the occurrence of the Board Trigger Date:

(a) the Corporation may not, without the consent of a majority of the members of the Board of Directors elected by the holders of the Class A Common Stock and a majority of the members of the Board of Directors elected by the holders of the Class B Common Stock, amend these By-Laws in a manner that is contrary to the terms of the Certificate of Incorporation;

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(b) the Corporation may not, without the consent of a majority of the members of the Board of Directors elected by the holders of the Class A Common Stock, amend these By-Laws in a manner that (x) materially adversely affects the rights of holders of Class A Common Stock in a disproportionate manner relative to the holders of Class B Common Stock (it being understood that equity issuances by the Corporation or its subsidiaries and any expansions of the size of the Board of Directors in connection with any such equity issuances shall not be deemed to materially adversely affect such rights) or (y) adversely affects the approval right of the directors elected by the holders of Class A Common Stock or, prior to the Trigger Date, adversely affects the rights of holders of Class A Common Stock to approve a Sale of the Corporation; and

(c) the Corporation may not, without the consent of a majority of the members of the Board of Directors elected by the holders of the Class B Common Stock, amend these By-Laws in a manner that (x) materially adversely affects the rights of holders of Class B Common Stock in a disproportionate manner relative to the holders of Class A Common Stock (it being understood that equity issuances by the Corporation or its subsidiaries and any expansions of the size of the Board of Directors in connection with any such equity issuances shall not be deemed to materially adversely affect such rights) or (y) adversely affects the approval right of the directors elected by the holders of Class B Common Stock.

13. Except as set forth herein, the By-Laws shall remain in full force and effect.

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EX-4.1

Exhibit 4.1

CERTIFICATE OF DESIGNATION, POWERS, PREFERENCES AND RIGHTS

OF

SERIES A PREFERRED STOCK

OF

WESTWOOD ONE, INC.

(PURSUANT TO SECTION 151(g) OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)

October 21, 2011

The undersigned duly authorized officer of Westwood One, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), certifies that, pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation (the “Board of Directors”) by the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), which authorizes the issuance, by the Corporation, of up to 200,000 shares of preferred stock, par value $.01 per share (the “Preferred Stock”), the Board of Directors on October 21, 2011 duly adopted the following resolutions:

RESOLVED, that pursuant to clause (c) of Article Fourth of the Certificate of Incorporation, the Board of Directors hereby creates and provides for the issuance of a series of Preferred Stock, par value $.01 per share and with a liquidation preference of $1,000 per share, of the Corporation and hereby fixes the number, voting powers, designations, preferences, and relative, participating, optional or other special rights of said series, and such qualifications, limitations or restrictions thereof, and other matters relating to said series as follows (capitalized terms used herein but not defined in Section 1 through 9 below have the meanings ascribed to them in Section 10):

Section 1. Designation.

Twenty thousand (20,000) shares of the Preferred Stock of the Corporation are hereby constituted as a series of Preferred Stock, par value $.01 per share and with a liquidation preference of $1,000 per share (the “Liquidation Preference”), designated as “Series A Preferred Stock” (the “Series A Preferred Stock”), no shares of which have been issued by the Corporation prior to October 21, 2011 (the “Issue Date”).

Section 2. Ranking.

The Series A Preferred Stock shall rank senior as to dividends over the Common Stock and any other series or class of the Corporation’s stock created after the Issue Date that by its terms ranks junior as to dividends to the Series A Preferred Stock, when and if issued (“Junior Dividend Stock”), and senior as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, over the Common Stock and any other series or class of the Corporation’s stock issued after the Issue Date that by its terms ranks junior as to liquidation, dissolution and winding up to the Series A Preferred Stock, when and if issued (“Junior Liquidation Stock”). The Common Stock and any other series or class of the Corporation’s stock that is both Junior Dividend Stock and Junior Liquidation Stock is referred to herein as “Junior Stock”. The Series A Preferred Stock shall be junior as to dividends to any other series or class of the Corporation’s stock issued after the Issue Date that by its terms ranks senior as

to dividends to the Series A Preferred Stock, when and if issued (“Senior Dividend Stock”), and junior as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, to any other series or class of the Corporation’s stock issued after the Issue Date that by its terms ranks senior as to liquidation, dissolution and winding up to the Series A Preferred Stock, when and if issued (“Senior Liquidation Stock” and collectively with the Senior Dividend Stock, “Senior Stock”). The Series A Preferred Stock shall rank pari passu with respect to dividends with any series or class of the Corporation’s stock issued after the Issue Date that by its terms ranks pari passu as to dividends with the Series A Preferred Stock, when and if issued (“Parity Dividend Stock”), and pari passu as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, to any series or class of the Corporation’s stock issued after the Issue Date that by its terms ranks pari passu as to liquidation, dissolution and winding up with the Series A Preferred Stock, when and if issued (“Parity Liquidation Stock” and collectively with the Parity Dividend Stock, “Parity Stock”). Notwithstanding the foregoing, until the first anniversary of the Issue Date, to the extent declared by the Board of Directors prior to such first anniversary, the Corporation may pay dividends to the Common Stock notwithstanding the fact that the Annual Dividend Amount has not been paid.

Section 3. Dividends.

(a) Each holder of the Series A Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors or a duly authorized committee thereof out of funds of the Corporation legally available therefor, at an annual rate equal to the Applicable Dividend Rate on the Liquidation Preference (including all accumulated dividends thereon, but not accrued dividends that have not accumulated) of each share of the Series A Preferred Stock (the “Annual Dividend Amount”). Such dividends shall be payable solely in cash (to the extent actually paid), shall be cumulative and shall accrue (whether or not earned or declared, whether or not there are funds legally available for the payment thereof and whether or not restricted by the terms of any of the Corporation’s indebtedness outstanding at any time) from and including the date each share is issued to and including the first to occur of (i) the date on which the Liquidation Preference (including all accumulated dividends thereon) of such share (plus all accrued and unpaid dividends thereon) is paid to the holder thereof in connection with the liquidation of the Corporation or the redemption of such share by the Corporation or (ii) the date on which such share is otherwise acquired by the Corporation. To the extent not paid in cash on March 15, June 15, September 15 and December 15 of each year (each, a “Dividend Reference Date”), all dividends which have accrued on each share outstanding during the calendar quarter preceding the applicable Dividend Reference Date shall be accumulated and shall remain accumulated dividends with respect to such share until paid to the holder thereof. No dividends may be paid on the Series A Preferred Stock in cash for any Dividend Reference Date occurring prior to the first anniversary of the Issue Date.

(b) The dividend payment period for any dividend payable or accumulating on a Dividend Reference Date shall be the period beginning on the immediately preceding Dividend Reference Date (or on the issue date if the applicable share is first issued at some time after the immediately preceding Dividend Reference Date) and ending on the day preceding such applicable Dividend Reference Date. If any date on which a cash dividend is declared in respect of the Series A Preferred Stock is not a Business Day, such payment shall be made on the next day that is a Business Day.

(c) Any dividends paid in cash shall be payable to the holders of record of the Series A Preferred Stock as they appear on the stock transfer books of the Corporation at the close of business on the day the dividend is declared, or such other date that the Board of Directors designates that is not more than 30 nor less than 10 days prior to such date. Dividends paid on the shares of the Series A Preferred Stock in an amount less than accumulated and unpaid dividends payable thereon shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding.

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(d) After the first anniversary of the Issue Date, unless all dividends on the Series A Preferred Stock have been declared and paid or set apart for payment and all other amount owing on the Series A Preferred Stock have otherwise been paid in full, the Corporation shall not (i) declare or pay any dividend or make any distribution on any Junior Stock, whether in cash, property or otherwise (other than dividends payable in shares of Junior Stock) or (ii) purchase or redeem any Junior Stock (except by conversion into or exchange solely for shares of Junior Stock), or pay or make available any monies for a sinking fund for the purchase or redemption of any Junior Stock, other than up to $2,000,000 in the aggregate under the First Lien Credit Agreement (so long as no “Default” is existing or would result therefrom under the First Lien Credit Agreement) and $2,250,000 in the aggregate under the Second Lien Credit Agreement (so long as no “Default” is existing or would result therefrom under the Second Lien Credit Agreement) from employees of the Corporation who are not directors or executive officers of the Corporation upon termination of employment with the Corporation.

Section 4. Redemption.

Following the first anniversary on the Issue Date, the Corporation may redeem the Series A Preferred Stock out of funds legally available therefore in whole or in part on at least 15 days prior written notice (of the anticipated date of redemption, which notice shall not obligate the Corporation to redeem any of the Series A Preferred Stock) to each holder of record if the Board of Directors approves such redemption, payable in cash (the “Redemption Payment”). If the Corporation elects to redeem any of the Series A Preferred Stock, the Redemption Payment shall be equal to the Liquidation Preference (including all accumulated dividends thereon) of the shares being redeemed and any accrued and unpaid dividends whether or not declared on the shares of the Series A Preferred Stock being redeemed. If the number of shares of Series A Preferred Stock to be redeemed in a redemption shall be less than all of the Series A Preferred Stock, the number of shares to be redeemed from each holder thereof shall be determined by multiplying, as appropriate, the total number of shares of Series A Preferred Stock to be redeemed times a fraction, the numerator of which shall be the total number of shares of Series A Preferred Stock then held by such holder and the denominator of which shall be the total number of shares of Series A Preferred Stock then outstanding.

Section 5. Procedure For Redemption.

(a) In the event of redemption of the Series A Preferred Stock pursuant to Section 4, notice of such redemption shall be given by hand or by nationally recognized “overnight courier” for delivery at the earliest time offered by such overnight courier (which may not necessarily be the next day) to each holder of record of the shares to be redeemed at such holder’s address as the same appears on the stock transfer books of the Corporation at least 15 but not more than 60 days before the date fixed for redemption, provided, however, that no failure to give such notice nor any defect therein shall affect the validity of the redemption of any share of the Series A Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of the Series A Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of shares to be redeemed from such holder; (iii) the amount of the Redemption Payment; and (iv) that dividends on the shares to be redeemed will cease to accrue on such redemption date. Each such notice shall be effective upon delivery if given by hand or upon deposit with a nationally recognized overnight courier if given by such a courier.

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(b) Notice having been given as aforesaid, from and after the redemption date (unless the Corporation shall have defaulted in providing the Redemption Payment for the shares called for redemption), dividends on the shares of the Series A Preferred Stock called for redemption shall cease to accrue, and such shares shall no longer be deemed to be outstanding and shall have the status of authorized but unissued shares of the Series A Preferred Stock, unclassified as to series, and shall not be reissued as shares of the Series A Preferred Stock, and all rights of the holders thereof attendant to their ownership of the Series A Preferred Stock as stockholders of the Corporation (except the right to receive from the Corporation the Redemption Payment) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall require and the notice shall so state), such shares shall be redeemed by the Corporation, and the Corporation shall make the required Redemption Payment.

(c) If a notice of redemption shall have been given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate Redemption Payment of the shares of the Series A Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of the Series A Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company that is organized under the laws of the United States of America or any state thereof, has capital and surplus of not less than $250,000,000 and has, or, if it has no publicly traded debt securities rated by a nationally recognized rating agency, is the subsidiary of a bank holding company that has, publicly traded debt securities rated at least “A” or the equivalent thereof by Standard & Poor’s Corporation or “A-2” or the equivalent by Moody’s Investor Service Inc., then upon making such deposit, all rights of holders of the shares so called for redemption shall cease, except (i) as otherwise set forth herein and (ii) for the right of holders of such shares to receive the Redemption Payment against delivery of such shares, but without interest after the actual redemption date, and such shares shall cease to be outstanding. Any funds so deposited that are unclaimed by holders of shares at the end of three years from such redemption date shall be repaid to the Corporation upon its request, after which repayment the holders of shares of the Series A Preferred Stock so called for redemption shall thereafter be entitled to look only to the Corporation for payment of the Redemption Payment.

Section 6. No Conversion or Exchange Rights.

The holders of the shares of the Series A Preferred Stock shall not have any right to convert such shares into or exchange such shares for any other class or series of stock or obligations of the Corporation.

(a)

Section 7. Liquidation Rights.

(a) In the case of the liquidation, bankruptcy, dissolution or winding up of the Corporation, in each case, whether voluntary or involuntary, holders of outstanding shares of the Series A Preferred Stock shall be entitled to receive, from the net assets of the Corporation available for distribution to stockholders, an amount per share in cash of Series A Preferred Stock equal to the Liquidation Preference (including all accumulated dividends thereon), plus any accrued and unpaid dividends thereon through the date of distribution, which shall be a date prior to such liquidation, bankruptcy, dissolution or winding up to be established by the Board of Directors, as set forth herein, before any payment or distribution is made to the holders of Common Stock or any other Junior Liquidation Stock, but the holders of the shares of the Series A Preferred Stock will not be entitled to receive the liquidation preference of such shares until the liquidation preference of any Senior Liquidation Stock has been paid in full.

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(b) The holders of the Series A Preferred Stock and any Parity Liquidation Stock shall share ratably in any liquidation, distribution or winding up of the Corporation (after payment of the liquidation preference of the Senior Liquidation Stock) in which the net assets or the proceeds thereof are not sufficient to pay in full the aggregate of the amounts payable thereon, in the same ratio that the respective amounts which would be payable on such distribution if the amounts to which the holders of all the outstanding shares of the Series A Preferred Stock and Parity Liquidation Stock are entitled were paid in full, bear to each other.

(c) A Change of Control, as defined below, shall be considered a liquidation, dissolution or winding up of the Corporation for the purpose of this Section 7; provided that the Corporation shall be able to pay in respect of each share of Series A Preferred Stock the Liquidation Preference (including all accumulated dividends thereon), plus any accrued and unpaid dividends thereon through the payment date, by paying such amounts as part of making a Redemption Payment, and such Redemption Payment shall be made pursuant to the procedures set forth in Section 4 hereof. For purposes hereof, a “Change of Control” shall mean the occurrence of any of the following: (i) the Permitted Investors shall cease to own and control legally and beneficially all of the economic and voting rights associated with ownership of at least a majority of the outstanding Voting Stock of each class of Voting Stock of the Corporation, (ii) Continuing Directors shall not constitute at least a majority of the Board of Directors, (iii) a “Change of Control” or any term of similar effect shall occur, as defined in the First Lien Credit Agreement, or (iv) a “Change of Control” or any similar effect shall occur, as defined in the Second Lien Credit Agreement. For purposes of the “Change of Control” definition: (1) “Permitted Investors” means, collectively the Sponsors and their respective Controlled Investment Affiliates; (2) “Sponsors” means collectively, Oaktree Capital Management, L.P. and The Gores Group, LLC; (3) “Controlled Investment Affiliate” means, as to any Person, any other Person that (A) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (B) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies; (4) “Person” means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other entity or Governmental Authority; (5) “Governmental Authority” means any nation, sovereign or government, any state or other political subdivision thereof, any agency, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative functions of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator, public sector entity, supra-national entity (including the European Union and the European Central Bank) and any self-regulatory organization (including the National Association of Insurance Commissioners); (6) “Voting Stock” means Stock of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons of such Person (irrespective of whether, at the time, Stock of any other class or classes of such entity shall have or might have voting power by reason of the occurrence of any contingency); (7) “Stock” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting; and (8) “Continuing Director” means, at any date, an individual (A) who is a member of the Board of Directors on the date hereof, (B) who, as of the date of determination, has been a member of the Board of Directors for at least the twelve preceding months, (C) who has been nominated to be a member of the Board of Directors, directly or indirectly, by the Sponsors or Persons nominated by the Sponsors or (D) who has been nominated to be a member of the Board of Directors by individuals referred to in clauses (A) through (C) above constituting at the time of such election or nomination at least a majority of the Board of Directors. For purposes of the definition of “Controlled Investment Affiliate,” “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

5

Section 8. Additional Classes or Series of Stock.

The Board of Directors shall have the right at any time in the future to authorize, create and issue, by resolution or resolutions, one or more additional classes or series of stock of the Corporation, and to determine and fix the distinguishing characteristics and the relative rights, preferences, privileges and other terms of the shares thereof. Any such class or series of stock may rank prior to or on a parity with or junior to the Series A Preferred Stock as to dividends or upon liquidation or otherwise.

Section 9. Voting Rights; Amendments.

(a) So long as any shares of the Series A Preferred Stock are outstanding, in addition to any other vote of stockholders of the Corporation required under applicable law or the Certificate of Incorporation, the affirmative vote or consent of the holders of a majority of the outstanding shares of the Series A Preferred Stock, voting separately as a class, will be required for any amendment of this Certificate and/or the Certificate of Incorporation if the amendment would specifically alter or change the powers, preferences or rights of the shares of the Series A Preferred Stock so as to affect them adversely.

(b) Except as set forth in this Section 9, the Series A Preferred Stock shall not have any other voting powers, either general or special.

Section 10. Definitions.

The following terms shall have the following meanings, terms defined in the singular to have a correlative meaning when used in the plural and vice versa:

“Applicable Dividend Rate” means (i) 9% per annum from and including the Issue Date through and excluding the second anniversary of the Issue Date, (ii) 12% per annum from the second anniversary of the Issue Date through and excluding the fourth anniversary of the Issue Date, (iii) 15% per annum from the fourth anniversary of the Issue Date and thereafter. For all purposes herein, all dividends shall be calculated based upon a 365 or 366 day calendar year, as applicable, and based upon the number of days elapsed in any given calendar quarter.

“Business Day” shall mean any day other than a Saturday, Sunday or any day on which banking institutions are authorized to close in New York, New York.

“Common Stock” means shares of the Class A Common Stock, par value $.01 per share, of the Corporation and the Class B Common Stock, par value $.01 per share, of the Corporation or any other shares of capital stock of the Corporation into which the Common Stock is reclassified or changed.

“Depositary” means DTC or its successor depositary.

6

“First Lien Credit Agreement” means that certain First Lien Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time) among the Corporation, the lenders party thereto from time to time, General Electric Capital Corporation, as administrative agent and collateral agent, and ING Capital LLC, as syndication agent.

“Officer” means the Chairman, any Vice Chairman, the Chief Executive Officer, the President, the Chief Operating Officer, any Vice President, the Chief Financial Officer, the Treasurer, or the Secretary of the Corporation.

“Person” shall mean any individual, corporation, general partnership, limited partnership, limited liability partnership, joint venture, association, joint-stock company, trust, limited liability company, unincorporated organization or government or any agency or political subdivision thereof.

“Second Lien Credit Agreement” means that certain Second Lien Credit Agreement executed as of the date hereof (as amended, restated supplemented or otherwise modified from time to time) among the Corporation, the lenders party thereto from time to time, Cortland Capital Market Services LLC, as administrative agent and collateral agent and Macquarie Capital (USA) Inc., as syndication agent.

Section 11. Miscellaneous.

(a) The Series A Preferred Stock is not entitled to any preemptive or subscription rights in respect of any securities of the Corporation.

(b) Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased or decreased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

(c) The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

(d) If any of the voting powers, preferences and relative, participating, optional and other special rights of the Series A Preferred Stock and qualifications, limitations and restrictions thereof set forth herein is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other voting powers, preferences and relative, participating, optional and other special rights of the Series A Preferred Stock and qualifications, limitations and restrictions thereof set forth herein which can be given effect without the invalid, unlawful or unenforceable voting powers, preferences and relative, participating, optional and other special rights of the Series A Preferred Stock and qualifications, limitations and restrictions thereof shall, nevertheless, remain in full force and effect, and no voting powers, preferences and relative, participating, optional or other special rights of the Series A Preferred Stock and qualifications, limitations and restrictions thereof herein set forth shall be deemed dependent upon any other such voting powers, preferences and relative, participating, optional or other special rights of the Series A Preferred Stock and qualifications, limitations and restrictions thereof unless so expressed herein.

7

(e) If any of the Series A Preferred Stock certificates shall be mutilated, lost, stolen or destroyed, the Corporation shall issue, in exchange and in substitution for and upon cancellation of the mutilated Series A Preferred Stock certificate, or in lieu of and substitution for the Series A Preferred Stock certificate lost, stolen or destroyed, a new Series A Preferred Stock certificate of like tenor and representing an equivalent amount of shares of Series A Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such Series A Preferred Stock certificate and indemnity, if requested, satisfactory to the Corporation.

(f) RECEIPT AND ACCEPTANCE OF A SHARE OR SHARES OF THE SERIES A PREFERRED STOCK BY OR ON BEHALF OF A HOLDER SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER (AND ALL OTHERS HAVING BENEFICIAL OWNERSHIP OF SUCH SHARE OR SHARES) OF ALL OF THE TERMS AND PROVISIONS OF THIS CERTIFICATE. NO SIGNATURE OR OTHER FURTHER MANIFESTATION OF ASSENT TO THE TERMS AND PROVISIONS OF THIS CERTIFICATE SHALL BE NECESSARY FOR ITS OPERATION OR EFFECT AS BETWEEN THE CORPORATION AND THE HOLDER (AND ALL SUCH OTHERS).

8

IN WITNESS WHEREOF, WESTWOOD ONE, INC. has caused the undersigned to sign this Certificate as of the date first written above.

WESTWOOD ONE, INC.
By:	/s/ David Hillman
	Name:	David Hillman
	Title:	Executive Vice President

9

EX-10.1

Exhibit 10.1

EXECUTION VERSION

$180,000,000

CREDIT AGREEMENT

Dated as of October 21, 2011

among

WESTWOOD ONE, INC., AS BORROWER

THE LENDERS AND L/C ISSUERS PARTY HERETO

and

GENERAL ELECTRIC CAPITAL CORPORATION,

AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

and

ING CAPITAL LLC,

AS SYNDICATION AGENT

• • •

GE CAPITAL MARKETS, INC.

and

ING CAPITAL LLC,

AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS

TABLE OF CONTENTS

	Page
ARTICLE 1 DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS		1
Section 1.1 Defined Terms		1
Section 1.2 UCC Terms		39
Section 1.3 Accounting Terms and Principles		39
Section 1.4 Payments		40
Section 1.5 Interpretation		40
ARTICLE 2 THE FACILITIES		41
Section 2.1 The Commitments		41
Section 2.2 Borrowing Procedures		42
Section 2.3 Swing Loans		45
Section 2.4 Letters of Credit		47
Section 2.5 Reduction and Termination of the Commitments		50
Section 2.6 Repayment of Loans		50
Section 2.7 Optional Prepayments		51
Section 2.8 Mandatory Prepayments		51
Section 2.9 Interest		52
Section 2.10 Conversion and Continuation Options		53
Section 2.11 Fees		53
Section 2.12 Application of Payments		54
Section 2.13 Payments and Computations		56
Section 2.14 Evidence of Debt		57
Section 2.15 Suspension of Eurodollar Rate Option		58
Section 2.16 Breakage Costs; Increased Costs; Capital Requirements		59
Section 2.17 Taxes		61
Section 2.18 Substitution of Lenders		64
Section 2.19 Incremental Term Loans and Commitments		65
Section 2.20 Extension of Loans and Commitments		68
Section 2.21 Loan Repurchases		71
Section 2.22 Refinancing Amendment		73
ARTICLE 3 CONDITIONS TO LOANS AND LETTERS OF CREDIT		74
Section 3.1 Conditions Precedent to Initial Loans and Letters of Credit		74
Section 3.2 Conditions Precedent to Each Loan Made and Letter of Credit Issued After the Closing Date		78
Section 3.3 Determinations of Initial Borrowing Conditions		78
ARTICLE 4 REPRESENTATIONS AND WARRANTIES		79
Section 4.1 Corporate Existence; Compliance with Law		79
Section 4.2 Loan and Related Documents		79
Section 4.3 Ownership of Group Members		80
Section 4.4 Financial Statements		80
Section 4.5 Material Adverse Effect		81
Section 4.6 Solvency		81

CREDIT AGREEMENT
WESTWOOD ONE, INC.

-i-

TABLE OF CONTENTS
(Continued)

	Page
Section 4.7 Litigation		82
Section 4.8 Taxes		82
Section 4.9 Use of Proceeds; Margin Regulations		82
Section 4.10 No Burdensome Obligations; No Defaults		82
Section 4.11 Investment Company Act, Etc.		82
Section 4.12 Labor Matters		83
Section 4.13 ERISA		83
Section 4.14 Environmental Matters		83
Section 4.15 Intellectual Property		84
Section 4.16 Title; Real Property		84
Section 4.17 Full Disclosure		84
Section 4.18 Patriot Act		85
Section 4.19 Mortgages		85
Section 4.20 Insurance		85
Section 4.21 Collateral Documents		85
Section 4.22 Compliance with OFAC Rules and Regulations		85
ARTICLE 5 FINANCIAL COVENANTS		85
Section 5.1 Maximum Consolidated Leverage Ratio		86
Section 5.2 Minimum Consolidated Interest Coverage Ratio		86
Section 5.3 Capital Expenditures		87
ARTICLE 6 REPORTING COVENANTS		87
Section 6.1 Financial Statements		88
Section 6.2 Other Events		90
Section 6.3 Copies of Notices and Reports		90
Section 6.4 Taxes		91
Section 6.5 Labor Matters		91
Section 6.6 ERISA Matters		91
Section 6.7 Environmental Matters		91
Section 6.8 Other Information		91
ARTICLE 7 AFFIRMATIVE COVENANTS		92
Section 7.1 Maintenance of Corporate Existence		92
Section 7.2 Compliance with Laws, Etc.		92
Section 7.3 Payment of Obligations		92
Section 7.4 Maintenance of Property		92
Section 7.5 Maintenance of Insurance		92
Section 7.6 Keeping of Books		93
Section 7.7 Access to Books and Property		93
Section 7.8 Environmental		93
Section 7.9 Use of Proceeds		94
Section 7.10 Additional Collateral and Guaranties		94
Section 7.11 Deposit Accounts; Securities Accounts and Cash Collateral Accounts		95
Section 7.12 Interest Rate Contracts		96

CREDIT AGREEMENT
WESTWOOD ONE, INC.

-ii-

TABLE OF CONTENTS
(Continued)

	Page
Section 7.13 Landlord and Mortgagee Agreements		96
Section 7.14 Credit Rating		96
Section 7.15 Post Closing		96
ARTICLE 8 NEGATIVE COVENANTS		97
Section 8.1 Indebtedness		97
Section 8.2 Liens		99
Section 8.3 Investments		100
Section 8.4 Asset Sales		101
Section 8.5 Restricted Payments		103
Section 8.6 Prepayment of Indebtedness		104
Section 8.7 Fundamental Changes		104
Section 8.8 Change in Nature of Business		105
Section 8.9 Transactions with Affiliates		105
Section 8.10 Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments		105
Section 8.11 Modification of Certain Documents		106
Section 8.12 Accounting Changes; Fiscal Year		106
Section 8.13 Margin Regulations		106
Section 8.14 Compliance with ERISA		106
Section 8.15 Hazardous Materials		106
ARTICLE 9 EVENTS OF DEFAULT		107
Section 9.1 Definition		107
Section 9.2 Remedies		109
Section 9.3 Actions in Respect of Letters of Credit		109
Section 9.4 Governmental Approvals		109
Section 9.5 Borrower’s Right to Cure		110
ARTICLE 10 THE ADMINISTRATIVE AGENT		110
Section 10.1 Appointment and Duties		110
Section 10.2 Binding Effect		111
Section 10.3 Use of Discretion		111
Section 10.4 Delegation of Rights and Duties		112
Section 10.5 Reliance and Liability		112
Section 10.6 Agents Individually		113
Section 10.7 Lender Credit Decision		113
Section 10.8 Expenses; Indemnities		114
Section 10.9 Resignation of Administrative Agent or L/C Issuer		115
Section 10.10 Release of Collateral or Guarantors		115
Section 10.11 Additional Secured Parties		116
Section 10.12 Syndication Agent		117

CREDIT AGREEMENT
WESTWOOD ONE, INC.

-iii-

TABLE OF CONTENTS
(Continued)

	Page
ARTICLE 11 MISCELLANEOUS		117
Section 11.1 Amendments, Waivers, Etc.		117
Section 11.2 Assignments and Participations; Binding Effect		119
Section 11.3 Costs and Expenses		123
Section 11.4 Indemnities		123
Section 11.5 Survival		124
Section 11.6 Limitation of Liability for Certain Damages		124
Section 11.7 Lender-Creditor Relationship		125
Section 11.8 Right of Setoff		125
Section 11.9 Sharing of Payments, Etc.		125
Section 11.10 Marshaling; Payments Set Aside		126
Section 11.11 Notices		126
Section 11.12 Electronic Transmissions		127
Section 11.13 Governing Law		128
Section 11.14 Jurisdiction		128
Section 11.15 Waiver of Jury Trial		129
Section 11.16 Severability		129
Section 11.17 Execution in Counterparts		129
Section 11.18 Entire Agreement		129
Section 11.19 Use of Name		129
Section 11.20 Non-Public Information; Confidentiality		130
Section 11.21 Actions in Concert		131
Section 11.22 Patriot Act Notice		131
Section 11.23 Affiliated Lenders		131

CREDIT AGREEMENT
WESTWOOD ONE, INC.

-iv-

This Credit Agreement, dated as of October 21, 2011, is entered into among WESTWOOD ONE, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined below), the L/C Issuer (as defined below) GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as administrative agent and collateral agent for the Lenders and the L/C Issuers (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) and ING CAPITAL LLC, as syndication agent (the “Syndication Agent”).

The parties hereto agree as follows:

ARTICLE 1
DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

Section 1.1 Defined Terms. As used in this Agreement, the following terms have the following meanings:

“Acquisition” means the merger of Verge with and into Merger Sub pursuant to the terms of the Acquisition Agreement.

“Acquisition Agreement” means the Agreement and Plan of Merger, dated as of July 30, 2011, among the Borrower, Merger Sub and Verge (together with all exhibits and schedules thereto).

“Additional Lender” has the meaning specified in Section 2.19(a).

“Additional Revolving Credit Commitment Amount” shall mean, at any time, the lesser of (a) the excess, if any, of the Incremental Base Amount at such time over the sum of (x) the aggregate amount of all Incremental Term Loan Commitments established prior to such time pursuant to Section 2.19 plus (y) the aggregate amount of all additional Revolving Credit Commitments established prior to such time pursuant to Section 2.19 plus (z) the excess of the principal amount of Indebtedness of the Borrower owing under the Second Lien Loan Documents over $85,000,000 and (b) the Additional Revolving Credit Commitment Base Amount.

“Additional Revolving Credit Commitment Base Amount” shall mean, at any time, (a) $10,000,000 plus (b) the lesser of (i) the aggregate amount of all additional Revolving Credit Commitments of Debt Fund Affiliates and Non-Debt Fund Affiliates established on or prior to such time pursuant to Section 2.19 and (b) $7,500,000.

“Additional Revolving Credit Commitment Assumption Agreement” shall mean an Additional Revolving Credit Commitment Assumption Agreement among, and in form and substance reasonably satisfactory to, the Borrower, the Administrative Agent and one or more Lenders providing additional Revolving Credit Commitments pursuant to Section 2.19.

“Additional Second Lien Amount” shall mean, at any time, the excess, if any, of $15,000,000 over the sum of (a) the aggregate amount of all Incremental Term Loan Commitments established prior to such time pursuant to Section 2.19 plus (b) the aggregate amount of all additional Revolving Credit Commitments established prior to such time pursuant to Section 2.19.

“Administrative Agent” has the meaning specified in the preamble hereto.

“Affected Lender” has the meaning specified in Section 2.18.

CREDIT AGREEMENT
WESTWOOD ONE, INC.

“Affiliate” means, with respect to any Person, each officer, director, general partner or joint-venturer of such Person and any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided, however, that no Secured Party shall be an Affiliate of the Borrower, any Loan Party or any Subsidiary of a Loan Party solely by reason of the provisions of the Loan Documents. For the purpose of this definition, “control” means the possession of either (a) the power to vote, or the beneficial ownership of, 10% or more of the Voting Stock of such Person or (b) the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Affiliated Lender” means any Debt Fund Affiliate, Non-Debt Fund Affiliate or Purchasing Borrower Party.

“Affiliated Lender Assignment” has the meaning specified in Section 11.2(g)(i)(B).

“Affiliated Lender Condition” shall mean, at any time, that (a) the aggregate outstanding principal amount of the Term Loans owing to Purchasing Borrower Parties (after giving effect to the automatic cancellation of Loans purchased by such Purchasing Borrower Parties) and Non-Debt Fund Affiliates at such time does not exceed 20% of the aggregate outstanding principal amount of the Term Loans at such time and (b) the sum of (i) the aggregate outstanding principal amount of the Term Loans owing to Purchasing Borrower Parties and Non-Debt Fund Affiliates at such time plus (ii) the aggregate Revolving Credit Commitments of Debt Fund Affiliates then in effect does not exceed 17.2% of the sum of (i) the aggregate outstanding principal amount of the Term Loans at such time and (ii) the aggregate Revolving Credit Commitments of all Revolving Credit Lenders then in effect.

“Agreement” means this Credit Agreement.

“All-In-Yield” means the amount equal to the sum of (x) the amount of the Applicable Margin for Eurodollar Rate Loans on the Term Loans or Other Term Loans that are being considered, as applicable, (y) the stated percentage that the Eurodollar Base Rate cannot be lower than for Term Loans or the Other Term Loans being considered, as applicable, and (z) the sum of any discount (“OID”) or upfront fees (“Upfront Fees”) paid directly or indirectly from the Borrower or any Subsidiary in respect of the Term Loans or Other Term Loans being considered, as applicable (but excluding any arrangement, structuring and underwriting fees paid or payable to the Lead Arrangers or their respective Affiliates or the lead arranger of the Term Loans or Other Term Loans being considered, as applicable), with the amount of clause (z) being calculated by dividing the amount of such OID or Upfront Fees by the lesser of (A) the Weighted Average Life to Maturity of such Term Loans or Other Term Loans, as applicable, being considered and (B) four.

“Anti-Terrorism Laws” means any Requirement of Law related to terrorism financing or money laundering including the Patriot Act, The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) and Executive Order 13224 (effective September 24, 2001).

CREDIT AGREEMENT
WESTWOOD ONE, INC.

2

“Applicable Margin” means, with respect to Revolving Loans, Swing Loans, Term Loans and the Unused Commitment Fee, a per annum rate equal to the percentage set forth in the applicable column in the table set forth below:

Base Rate Loans				Eurodollar Rate Loans
Revolving Loans	Term				Revolving			Term			Unused
and Swing Loans	Loans				Loans			Loans			Commitment Fee
5.50%		5.50	%			6.50	%		6.50	%		0.50	%

“Approved Fund” means, with respect to any Lender, any Person (other than a natural Person) that (a) is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and (b) is advised or managed by (i) such Lender, (ii) any Affiliate of such Lender or (iii) any Person (other than a natural person) or any Affiliate of any Person (other than a natural person) that administers or manages such Lender.

“Assignment” means an assignment agreement entered into by a Lender, as assignor, and any Person, as assignee, pursuant to the terms and provisions of Section 11.2 (with the consent of any party whose consent is required by Section 11.2), in substantially the form of Exhibit A, or any other form approved by the Administrative Agent.

“Auction Manager” has the meaning specified in Section 2.21(a).

“Auction Procedures” means the auction procedures with respect to Purchase Offers set forth in Exhibit I hereto.

“Available Amount” means, at any time (the “Available Amount Reference Date”), the sum of (a) the Net Cash Proceeds received by Borrower from the sale of Borrower’s Stock or Stock Equivalents (excluding pursuant to any Specified Equity Contribution) plus (b) the Available Amount Additional Amount as of such Available Amount Reference Date minus (c) the sum of (i) any Investments made pursuant to Section 8.3(o) during the period commencing on the Closing Date and ending on the Available Amount Reference Date and (ii) any Restricted Payment made pursuant to Section 8.5(e) during the period commencing on the Closing Date and ending on the Available Amount Reference Date.

“Available Amount Additional Amount” as of any Available Amount Reference Date means the sum of any Available Amount Excess Cash Flow Increment Adjustments occurring on or prior to such Available Amount Reference Date.

“Available Amount Excess Cash Flow Increment Adjustment” means, for each Fiscal Year, as of the date of payment of any mandatory prepayment with respect to any Fiscal Year pursuant to Section 2.8 hereof, an amount (which shall not be less than zero for such Fiscal Year) equal to (a) 50% multiplied by (b) 25% of the Excess Cash Flow for such Fiscal Year.

“Available Amount Reference Date” has the meaning set forth in the definition of “Available Amount.”

“Banking Services” means each and any of the following bank services provided to any Loan Party by any Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, commercial credit cards and purchasing cards), (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

CREDIT AGREEMENT
WESTWOOD ONE, INC.

3

“Banking Services Agreement” means any agreement entered into by any Loan Party in connection with Banking Services.

“Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.) and the regulations issued thereunder.

“Base Rate” means, for any day, a rate per annum equal to the highest of (a) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent), (b) the sum of 0.5% per annum and the Federal Funds Rate, and (c) the sum of the Eurodollar Rate calculated for each such day based on an Interest Period of one month determined at 11:00 a.m. London, England time on such day and 1.0% per annum. Any change in the Base Rate due to a change in any of the foregoing shall be effective on the effective date of such change in the “Prime Rate”, “bank prime loan” rate, the Federal Funds Rate or the Eurodollar Rate for an Interest Period of one month.

“Base Rate Loan” means any Loan that bears interest based on the Base Rate.

“Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise, but not including any plan established, administered or required by any Governmental Authority) to which any Group Member incurs or otherwise has any obligation or liability, contingent or otherwise.

“Borrower” has the meaning specified in the preamble hereto.

“Borrowing” means a borrowing consisting of Loans (other than Swing Loans and Loans deemed made pursuant to Section 2.3 or 2.4) made in one Facility on the same day by the Lenders according to their respective Commitments under such Facility.

“Business” means the radio programming and services and advertising air time sales business of the Loan Parties.

“Business Day” means any day that is not a Saturday, Sunday or a day on which banks are required or authorized to close in New York City and, when determined in connection with notices and determinations in respect of any Eurodollar Rate or Eurodollar Rate Loan or any funding, conversion, continuation, Interest Period or payment of any Eurodollar Rate Loan, that is also a day on which dealings in Dollar deposits are carried on in the London interbank market.

“Capital Expenditures” means, for any Person for any period, the aggregate of all cash expenditures, whether or not made through the incurrence of Indebtedness, by such Person and its Subsidiaries during such period for the acquisition, leasing (pursuant to a Capital Lease), construction, replacement, repair, substitution or improvement of fixed or capital assets or additions to equipment, in each case required to be capitalized under GAAP on a Consolidated statement of cash flows of such Person, excluding (a) interest capitalized during construction, (b) any expenditure to the extent, for purpose of the definition of Permitted Acquisition, such expenditure is part of the aggregate amounts payable in connection with, or other consideration for, any Permitted Acquisition consummated during or prior to such period, (c) proceeds from Sales of property or a Property Loss Event applied toward the purchase of any property or expenditures made in accordance with Section 2.8(c) and (d) Net Cash Proceeds of any sale or issuance of Stock of the Borrower or Net Cash Proceeds of equity contributions in respect of the Stock of the Borrower, in each case after the Closing Date, used to fund such expenditure during such period.

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“Capital Lease” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, any property (whether real, personal or mixed) by such Person as lessee that has been or is required to be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with GAAP.

“Capitalized Lease Obligations” means, at any time, with respect to any Capital Lease, any lease entered into as part of any Sale and Leaseback Transaction of any Person or any Synthetic Lease, the amount of all obligations of such Person that is (or that would be required to be, if such Synthetic Lease or other lease were accounted for as a Capital Lease) capitalized on a balance sheet of such Person prepared in accordance with GAAP.

“Cash Collateral Account” means a deposit account or securities account in the name of the Borrower and under the sole control (as defined in the applicable UCC) of the Administrative Agent and (a) in the case of a deposit account, from which the Borrower may not make withdrawals except as permitted by the Administrative Agent and (b) in the case of a securities account, with respect to which the Administrative Agent shall be the entitlement holder and the only Person authorized to give entitlement orders with respect thereto.

“Cash Equivalents” means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government or (ii) issued by any agency of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A 1” from S&P or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A 1” by S&P or “P-1” by Moody’s and issued by any Person organized under the laws of any state of the United States, (d) any Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) any Lender or Second Lien Lender or (ii) any commercial bank that is (A) organized under the laws of the United States, any state thereof or the District of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000,000, (e) shares of any United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided, however, that the maturities of all obligations specified in any of clauses (a), (b), (c) and (d) above shall not exceed 365 days and (f) all other cash equivalents from time to time approved by the Administrative Agent.

“CERCLA” means the United States Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.).

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“Change of Control” means the occurrence of any of the following: (a) the Permitted Investors shall cease to own and control legally and beneficially all of the economic and voting rights associated with ownership of at least a majority of the outstanding Voting Stock of each class of Voting Stock of the Borrower, (b) Continuing Directors shall not constitute at least a majority of the board of directors of the Borrower or (c) a “Change of Control” or any term of similar effect, as defined in the Second Lien Credit Agreement shall occur.

“Closing Date” means the first date on which any Loan is made or any Letter of Credit is Issued.

“Code” means the U.S. Internal Revenue Code of 1986.

“Collateral” means all property and interests in property and proceeds thereof now owned or hereafter acquired by any Loan Party in or upon which a Lien is granted or purported to be granted pursuant to any Loan Document other than Excluded Assets.

“Commitment” means, with respect to any Lender, such Lender’s Revolving Credit Commitment, Extended Revolving Credit Commitment, Other Refinancing Revolving Credit Commitment, Term Loan Commitment, Extended Term Loan Commitment, Other Refinancing Term Loan Commitment and Incremental Term Loan Commitment.

“Commitment Letter” means the letter agreement, dated as of July 30, 2011, addressed to Verge from GE Capital, GECM and ING and accepted by Verge.

“Communications Laws” means the Communications Act of 1934, as amended from time to time, and the rules, orders, regulations and other applicable requirements of the FCC.

“Compliance Certificate” means a certificate substantially in the form of Exhibit G.

“Consolidated” means, with respect to any Person, the accounts of such Person and its Subsidiaries consolidated in accordance with GAAP.

“Consolidated Cash Interest Expense” means, with respect to any Person, without duplication, for any period, the Consolidated Interest Expense of such Person for such period less the sum of, in each case to the extent included in the definition of Consolidated Interest Expense, (a) the amortized amount of debt discounts or premiums, financing fees and other debt issuance costs, including such fees paid in connection with this Agreement, the other Loan Documents and the Loans and Issuance of Letters of Credit hereunder on the Closing Date, the Second Lien Loan Documents and the other Related Documents and the payment of all fees, costs and expenses associated with the foregoing, any amendment, consent or waiver to the Loan Documents, any Indebtedness permitted under Section 8.1, or any amendment to the documentation evidencing such Indebtedness, in each case, to the extent capitalized and amortized in accordance with GAAP, (b) charges relating to write-ups or write-downs in the book or carrying value of existing Consolidated Total Debt, (c) interest payable in evidences of Indebtedness or by addition to the principal of the related Indebtedness (including “pay-in-kind”), (d) other non-cash interest, including (i) as a result of the effects of purchase accounting and (ii) non-cash interest expense attributable to the movement of mark-to-mark valuation of obligations under Hedging Agreements or other derivative instruments pursuant to Accounting Standards Codification 815-10 and (e) initial fees, any periodic fee payments and cash costs associated with breakage in respect of Interest Rate Contracts permitted under this Agreement (but not recurring payments thereunder). Notwithstanding the foregoing for any interest expense that represents an accrual for cash payments in any future period, such interest expense shall be included as Consolidated Cash Interest Expense for such period when paid.

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“Consolidated Closing Leverage Ratio” means, with respect to any Person as of the Closing Date, the ratio of (a) Indebtedness of such Person outstanding as of such date under the Loan Documents (but excluding undrawn amounts under outstanding Letters of Credit) and the Second Lien Loan Documents; provided that any Borrowing of Revolving Loans on the Closing Date to fund additional upfront fees incurred under the provisions of the Fee Letter under the heading “Market Flex” shall be excluded from Indebtedness for purposes of such calculations to (b) Consolidated EBITDA for such Person on a Pro Forma Basis immediately after giving effect to the Related Transactions for the last period of four consecutive Fiscal Quarters ending on or before the last date for which quarterly Financial Statements have been delivered to the Administrative Agent.

“Consolidated Current Assets” means, with respect to any Person at any date, the total Consolidated current assets of such Person at such date other than cash, Cash Equivalents and any Indebtedness owing to such Person or any of its Subsidiaries by Affiliates of such Person.

“Consolidated Current Liabilities” means, with respect to any Person at any date, all liabilities of such Person and its Subsidiaries at such date that should be classified as current liabilities on a Consolidated balance sheet of such Person; provided, however, that “Consolidated Current Liabilities” shall exclude the principal amount of the Loans and the Second Lien Loans then outstanding.

“Consolidated EBITDA” means, with respect to any Person for any period, (a) the Consolidated Net Income of such Person for such period plus (b) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income (other than with respect to clauses (b)(xiii) and (xiv) below) but without duplication, (i) any provision for income taxes or other taxes measured by net income or profits (or similar taxes imposed in lieu of such taxes), (ii) Consolidated Interest Expense, amortization of debt discount and commissions and other fees and charges associated with Indebtedness, (iii) any loss, expense or charge from extraordinary items, (iv) any depreciation, depletion and amortization expense, (v) any aggregate net loss on the Sale of property (other than accounts and inventory (as each such term is defined under the applicable UCC)) outside the ordinary course of business, (vi) any other non-cash expenditure, charge or loss for such period (other than any non-cash expenditure, charge or loss relating to write-offs, write-downs or reserves with respect to accounts and inventory), including the amount of any compensation deduction as the result of any grant of Stock or Stock Equivalents to employees, officers, directors or consultants, (vii) non-cash compensation charges, (viii) restructuring charges consisting of severance charges, facilities consolidation charges, and termination charges with respect to programming contracts, in each case (w) of a nature described in the FTI Report dated July 2011, (x) in an aggregate amount not to exceed $11,000,000, (y) arising in connection with the other Related Transactions and (z) incurred on or before December 31, 2012, (ix) fees to Sponsors and their Affiliates for operational consulting and similar services or management, monitoring and advisory services incurred during the four Fiscal Quarter period of determination in an amount not to exceed $1,000,000 in the aggregate, (x) fees and expenses incurred in connection with the transactions contemplated by the Loan Documents and the other Related Transactions occurring on or about the Closing Date to the extent paid in cash (it being understood that a portion of such fees may be paid after the Closing Date), (xi) one-time non-cash purchase accounting or recapitalization accounting losses incurred in accordance with GAAP in connection with the transactions contemplated by the Loan Documents and the other Related Transactions, (xii) adjustments in a manner reasonably satisfactory to the Administrative Agent to eliminate the effect of non-cash barter transactions, (xiii) cost savings projected by the Borrower and of the nature described in the FTI Report dated July 2011 under the heading “Broadcast Cash Flow” corresponding to the four Fiscal Quarter period of determination to be realized by

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December 31, 2012 as a result of actions taken, or committed or planned to be taken, after the Closing Date in the applicable amount set forth on Schedule 1.1A, (xiv) cost savings projected by the Borrower and of the nature described in the FTI Report dated July 2011 under the heading “Non-Broadcast Cash Flow” corresponding to the four Fiscal Quarter period of determination to be realized by December 31, 2012 as a result of actions taken, or committed or planned to be taken, after the Closing Date in the applicable amount set forth on Schedule 1.1B, (xv) unusual, non-operating or non-recurring costs, expenses or charges in an aggregate amount not to exceed $1,000,000 during any four Fiscal Quarter period of determination, (xvi) expenses actually reimbursed no later than ninety (90) days after the end of such period pursuant to a written contract or insurance policy with an unaffiliated third party, which contract or insurance obligations has not been disclaimed, to the Borrower or any of its Subsidiaries, (xvii) the proceeds of any Specified Equity Contribution made during such period (but solely for the limited purposes for which such proceeds are permitted to be added to Consolidated EBITDA pursuant to Section 9.5), (xviii) non-cash losses incurred in connection with any Hedging Agreements, (xix) any aggregate loss on the sale or other disposition of property outside the ordinary course of business, (xx) non-cash accruals of distributions to the Borrower’s equity holders (including, without limitation, accrued dividends on preferred equity) and (xxi) losses attributable to the “digital” business for the period from July 1, 2011 through and including July 29, 2011 in an aggregate amount not to exceed $1,620,519 and minus (c) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income and without duplication, (i) any credit for United States federal income taxes or other taxes measured by net income, (ii) any interest income, (iii) any gain from extraordinary items and any other non-recurring, non-operating gain, (iv) any aggregate net gain from the Sale of property outside of the ordinary course of business by such Person (other than accounts and inventory (as each such term is defined in the applicable UCC)), (v) non-cash gain realized in connection with any Hedging Agreement, (vi) any other non-cash gain, including any reversal of a charge referred to in clause (b)(vi) above by reason of a decrease in the value of any Stock or Stock Equivalent, and (vii) any other cash payment in respect of expenditures, charges and losses that have been added to Consolidated EBITDA of such Person pursuant to clause (b)(vi) above in any prior period. Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the Fiscal Quarters ended December 31, 2010, March 31, 2011 and June 30, 2011, Consolidated EBITDA for such Fiscal Quarters shall be $19,908,299, $9,154,979 and $10,321,778 respectively.

“Consolidated First Lien Leverage Ratio” means, with respect to any Person, without duplication, as of any date, the ratio of (a) Consolidated Total Debt of such Person outstanding as of such date but excluding any Indebtedness under the Second Lien Loan Documents, any Subordinated Debt and any undrawn Letters of Credit to (b) Consolidated EBITDA for such Person for the last period of four consecutive Fiscal Quarters ending on or before such date.

“Consolidated Interest Coverage Ratio” means, with respect to any Person for any period, the ratio of (a) Consolidated EBITDA of such Person for such period to (b) Consolidated Cash Interest Expense of such Person for such period.

“Consolidated Interest Expense” means, for any Person, without duplication, for any period, (a) Consolidated total interest expense of such Person and its Subsidiaries for such period and including, in any event, (i) interest capitalized during such period and net costs under Interest Rate Contracts for such period (but excluding any such unrealized costs and losses), (ii) all fees, charges, commissions, discounts and other similar obligations (other than reimbursement obligations) with respect to letters of credit, bank guarantees, banker’s acceptances, surety bonds and performance bonds (whether or not matured) payable by such Person and its Subsidiaries during such period and (iii) interest capitalized or paid in cash during such period under the Loan Documents, the Second Lien Loan Documents or Sponsor PIK Notes, minus (b) the sum of (i) Consolidated net gains of such Person and its Subsidiaries under Interest Rate Contracts for such period (but excluding any such unrealized gains) and (ii) Consolidated interest income of such Person and its Subsidiaries for such period.

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“Consolidated Leverage Ratio” means, with respect to any Person, without duplication, as of any date, the ratio of (a) Consolidated Total Debt of such Person outstanding as of such date but excluding (i) the Sponsor PIK Notes and (ii) undrawn amounts under outstanding Letters of Credit to (b) Consolidated EBITDA for such Person for the last period of four consecutive Fiscal Quarters ending on or before such date.

“Consolidated Net Income” means, with respect to any Person, for any period, the Consolidated net income (or loss) of such Person and its Subsidiaries for such period; provided, however, that the following shall be excluded: (a) the net income of any other Person in which such Person or one of its Subsidiaries has a joint interest with a third-party (which interest does not cause the net income of such other Person to be Consolidated into the net income of such Person), except to the extent of the amount of dividends or distributions paid to such Person or Subsidiary, (b) the net income of any Subsidiary of such Person that is, on the last day of such period, subject to any restriction or limitation on the payment of dividends or the making of other distributions, to the extent of such restriction or limitation, (c) the net income of any other Person arising prior to such other Person becoming a Subsidiary of such Person or merging or consolidating into such Person or its Subsidiaries, (d) any gain (or loss) resulting from any purchase of Loans by any Purchasing Borrower Party in accordance with the terms of this Agreement and (e) the cumulative effect of changes in accounting principles.

“Consolidated Total Debt” of any Person means all Indebtedness of a type described in clause (a), (b), (c)(i), (d), (f) or (g) of the definition thereof and, without duplication, all Guaranty Obligations with respect to any such Indebtedness, in each case of such Person and its Subsidiaries on a Consolidated basis.

“Constituent Documents” means, with respect to any Person, collectively and, in each case, together with any modification of any term thereof, (a) the articles of incorporation, certificate of incorporation, constitution or certificate of formation of such Person, (b) the bylaws, operating agreement or joint venture agreement of such Person, (c) any other constitutive, organizational or governing document of such Person, whether or not equivalent, and (d) any other document setting forth the manner of election or duties of the directors, officers or managing members of such Person or the designation, amount or relative rights, limitations and preferences of any Stock of such Person.

“Continuing Director” means, at any date, an individual (a) who is a member of the board of directors of the Borrower on the Closing Date, (b) who, as of the date of determination, has been a member of such board of directors for at least the twelve preceding months, (c) who has been nominated to be a member of such board of directors, directly or indirectly, by the Permitted Investors or Persons nominated by the Permitted Investors or (d) who has been nominated to be a member of such board of directors by individuals referred to in clauses (a) through (c) above constituting at the time of such election or nomination at least a majority of such board of directors.

“Contractual Obligation” means, with respect to any Person, any provision of any Security issued by such Person or of any document or undertaking (other than a Loan Document) to which such Person is a party or by which it or any of its property is bound or to which any of its property is subject.

“Control Agreement” means, with respect to any deposit account, any securities account, commodity account, securities entitlement or commodity contract, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Administrative Agent, the Second Lien Agent, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried and the Loan Party maintaining such account, effective to grant “control” (as defined under the applicable UCC) over such account to the Administrative Agent.

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“Controlled Deposit Account” means each deposit account (including all funds on deposit therein) that is the subject of an effective Control Agreement and that is maintained by any Loan Party with a financial institution reasonably acceptable to the Administrative Agent.

“Controlled Investment Affiliate” means, as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Controlled Securities Account” means each securities account or commodity account (including all financial assets held therein and all certificates and instruments, if any, representing or evidencing such financial assets) that is the subject of an effective Control Agreement and that is maintained by any Loan Party with a securities intermediary or commodity intermediary reasonably acceptable to the Administrative Agent.

“Copyrights” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith.

“Corporate Chart” means a document in form reasonably acceptable to the Administrative Agent and setting forth, as of a date set forth therein, for each Person that is a Loan Party, that is subject to Section 7.10 or that is a Subsidiary or Joint Venture of any of them, (a) the full legal name of such Person, (b) the jurisdiction of organization and any organizational number and tax identification number of such Person, (c) the location of such Person’s chief executive office (or, if applicable, sole place of business) and (d) the number of shares of each class of Stock of such Person (other than the Borrower) authorized, the number outstanding and the number and percentage of such outstanding shares for each such class owned, directly or indirectly, by any Loan Party or any Subsidiary of any of them.

“Credit Agreement Refinancing Indebtedness” means any Indebtedness incurred pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Loans or Commitments (including any successive Credit Agreement Refinancing Indebtedness) (“Refinanced Debt”); provided that (a) such exchanging, extending, renewing, replacing or refinancing Indebtedness (including, if such Indebtedness includes any Other Refinancing Revolving Credit Commitments, the unused portion of such Other Refinancing Revolving Credit Commitments) is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused Revolving Credit Commitments, Extended Revolving Credit Commitments or Other Refinancing Revolving Credit Commitments, the amount thereof) except by an amount equal to unpaid accrued interest and premium thereon plus reasonable upfront fees and original issue discount on such exchanging, extending, renewing, replacing or refinancing Indebtedness, plus other reasonable and customary fees and expenses in connection with such exchange, modification, refinancing, refunding, renewal, replacement or extension, (b) such Indebtedness has a maturity equal to or later than, and, except in the case of Other Refinancing Revolving Credit Commitments, a Weighted Average Life to Maturity equal to or greater than, the Refinanced Debt, (c) the terms and conditions of such Indebtedness (except as otherwise provided in clause (b) above and with respect to pricing, premiums and optional prepayment or redemption terms) are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders

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providing such Indebtedness, than those applicable to the Loans or Commitments being refinanced (except for covenants or other provisions applicable only to periods after the latest Maturity Date at the time of incurrence of such Indebtedness) (provided that satisfaction of this clause (c) shall be evidenced by a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, providing a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, and evidence reasonably satisfactory to the Administrative Agent that the board of directors of the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (c) which shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) and (d) such Refinanced Debt shall be repaid, or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

“Credit Ratings” has the meaning specified in Section 7.14.

“Customary Permitted Liens” means, with respect to any Person, any of the following:

(a) Liens (i) with respect to the payment of taxes, assessments or other governmental charges or (ii) of suppliers, carriers, materialmen, warehousemen, workmen or mechanics and other similar Liens, in each case imposed by law or arising in the ordinary course of business, and, for each of the Liens in clauses (i) and (ii) above for amounts that are (x) not overdue for a period of more than thirty (30) days or (y) being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves or other appropriate provisions are maintained on the books of such Person in accordance with GAAP;

(b) Liens (i) of a collection bank on items in the course of collection arising under Section 4-208 of the UCC as in effect in the State of New York or any similar section under any applicable UCC or any similar Requirement of Law of any foreign jurisdiction, (ii) relating to pooled deposit or sweep accounts of the Borrower and its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and its Subsidiaries or (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with such financial institution (including the right of setoff) and that are within the general parameters customary in the banking industry (and not securing any Indebtedness for borrowed money);

(c) pledges or cash deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance or other types of social security benefits (other than any Lien imposed by ERISA), (ii) to secure the performance of bids, tenders, leases (other than Capital Leases), statutory obligations, sales or other trade contracts (other than for the repayment of borrowed money), (iii) made in lieu of, or to secure the performance of, surety, customs, reclamation or performance bonds (in each case not related to judgments or litigation) and other obligations of a similar nature incurred in the ordinary course of business or (iv) securing liability for reimbursement of indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance incurred in the ordinary course of business;

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(d) judgment liens (other than for the payment of taxes, assessments or other governmental charges) securing judgments and other proceedings not constituting an Event of Default under Section 9.1(f) and pledges or cash deposits made in lieu of, or to secure the performance of, judgment or appeal bonds in respect of such judgments and proceedings;

(e) Liens (i) arising by reason of zoning restrictions, easements, licenses, reservations, restrictions, covenants, rights-of-way, encroachments, minor defects or irregularities in title (including leasehold title) and other similar encumbrances on the use of real property or (ii) consisting of leases, licenses or subleases granted by a lessor, licensor or sublessor on its property (in each case other than Capital Leases) otherwise permitted under Section 8.4 that, for each of the Liens in clauses (i) and (ii) above (other than in the case of subleases), do not, in the aggregate, materially (x) impair the value or marketability of such real property or (y) interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property by the Borrower and its Subsidiaries taken as a whole;

(f) Liens of landlords and mortgagees of landlords (i) arising by statute or under any lease or related Contractual Obligation entered into in the ordinary course of business, (ii) on fixtures and movable tangible property located on the real property leased or subleased from such landlord, (iii) for amounts not overdue by more than thirty (30) days or that are being contested in good faith by appropriate proceedings diligently conducted and (iv) for which adequate reserves or other appropriate provisions are maintained on the books of such Person in accordance with GAAP;

(g) the title and interest of a lessor or sublessor in and to personal property leased or subleased (other than through a Capital Lease), in each case extending only to such personal property (including any precautionary UCC financing statement filings by such lessor);

(h) Liens securing the financing of the premiums with respect to insurance policies;

(i) Liens or rights of setoff against credit balances of the Borrower or any of its Subsidiaries with credit card issuers or credit card processors or amounts owing to credit card issuers or credit card processors to the Borrower or any of its Subsidiaries in the ordinary course of business; provided that such Liens do not secure Indebtedness; and

(i) deposits of cash with the owner or lessor of premises leased and operated by the Borrower or any of its Subsidiaries in the ordinary course of business of the Borrower and such Subsidiary to secure the performance of the Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises in an aggregate amount not to exceed $1,000,000.

“Debt Fund Affiliate” means an Affiliate of one or more of the Sponsors (other than any Group Member or a natural person) that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and is a bona fide debt fund and with respect to which the Sponsors do not, directly or indirectly, possess the power to direct the investment policies of such entity, including, without limitation, specific decisions as to the voting of investment interests held by such fund.

“Default” means any Event of Default and any event that, with the passing of time or the giving of notice or both, would become an Event of Default.

“Digital Reseller Agreement” means that certain Digital Reseller Agreement, dated as of July 29, 2011 between Triton Media Group, LLC (to be renamed Triton Media, LLC), a California limited liability company, and Dial Communication Global Media, LLC, a Delaware limited liability company.

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“Disclosure Documents” means, collectively, (a) all confidential information memoranda and related materials reviewed by the Sponsors and prepared in connection with the syndication of the Facilities and (b) all other documents filed by any Group Member with the United States Securities and Exchange Commission.

“Disqualified Competitors” means, collectively, the Borrower’s competitors (including any such entities’ Subsidiaries but excluding any entity that is a Debt Fund Affiliate of any such competitor) separately identified in writing by the Sponsors to the Lead Arrangers at 1:40 p.m. (Pacific Daylight Time) on July 25, 2011 and agreed by the Lead Arrangers.

“Disqualified Stock” means, with respect to any Person, any Stock that, by its terms (or by the terms of any Security into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Stock) pursuant to a sinking fund obligation or otherwise (except as a result of a customarily defined change of control or disposal of all or substantially all of the assets of the issuer and only so long as any payments after such change of control or such disposition shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Stock), in whole or in part, (c) provides for scheduled payments of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Disqualified Stock, in whole or in part, on or prior to the date that is 180 days after the latest applicable Maturity Date at the time of issuance.

“Dollars” and the sign “$” each mean the lawful money of the United States of America.

“Domestic Person” means any “United States person” under and as defined in Section 770l(a)(30) of the Code.

“E-Fax” means any system used to receive or transmit faxes electronically.

“Electronic Transmission” means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an E-System.

“Environmental Laws” means all Requirements of Law and Permits imposing liability or standards of conduct for or relating to the regulation and protection of human health, safety, the environment and natural resources, including CERCLA, the SWDA, the Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et seq.), all regulations promulgated under any of the foregoing, all analogous Requirements of Law and Permits and any environmental transfer of ownership notification or environmental approval statutes, including the Industrial Site Recovery Act (N.J. Stat. Ann. §§ 13:1K-6 et seq.).

“Environmental Liabilities” means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses of investigation and feasibility studies, including the cost of environmental consultants and attorneys’ fees) that may be imposed on, incurred by or asserted against any Group Member as a result of, or related to, any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law or otherwise, arising under any Environmental Law or in connection with any Release and resulting from the ownership, lease, sublease or other operation or occupation of property by any Group Member, whether on, prior or after the date hereof.

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“ERISA” means the United States Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means, collectively, any Group Member, and any Person under common control, or treated as a single employer, with any Group Member, within the meaning of Section 414(b) or (c) of the Code, or solely for purposes of the minimum funding requirements set forth in Section 412 of the Code, Section 414 (m) or (o) of the Code.

“ERISA Event” means any of the following: (a) a reportable event described in Section 4043(c) of ERISA (unless the thirty (30)-day notice requirement has been duly waived under the applicable regulations) with respect to a Title IV Plan, (b) the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (c) the complete or partial withdrawal of any ERISA Affiliate from any Multiemployer Plan with respect to which Withdrawal Liability would reasonably be expected to result, (d) with respect to any Multiemployer Plan, the filing of a notice of reorganization, insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA, (e) the filing of a notice of intent to terminate a Title IV Plan (or treatment of a plan amendment as termination) under Section 4041 of ERISA, (f) the institution of proceedings to terminate a Title IV Plan by the PBGC, (g) the failure of any Group Member or an ERISA Affiliate to make any required contribution to any Title IV Plan or Multiemployer Plan when due, (h) the imposition of a lien under Section 430 of the Code or Section 303 or 4068 of ERISA on any property (or rights to property, whether real or personal) of any Group Member, (i) the failure of a Benefit Plan or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law to qualify thereunder and (j) any other event or condition that would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or for the imposition of any liability upon any ERISA Affiliate under Title IV of ERISA other than for PBGC premiums due but not delinquent.

“E-Signature” means the process of attaching to or logically associating with an Electronic Transmission an electronic symbol, encryption, digital signature or process (including the name or an abbreviation of the name of the party transmitting the Electronic Transmission) with the intent to sign, authenticate or accept such Electronic Transmission.

“E-System” means any electronic system, including Intralinks^® and ClearPar^® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent, any of its Related Persons or any other Person, providing for access to data protected by passcodes or other security system.

“Eurodollar Base Rate” means, for each Interest Period, the higher of (a) 1.5% per annum and (b) the offered rate per annum for deposits of Dollars for the applicable Interest Period that appears on Reuters Screen LIBOR 01 Page as of 11:00 a.m. (London, England time) two Business Days prior to the first day in such Interest Period. If no such offered rate exists, such rate will be the rate of interest per annum, as determined by the Administrative Agent at which deposits of Dollars in immediately available funds are offered at 11:00 a.m. (London, England time) two Business Days prior to the first day in such interest period by major financial institutions reasonably satisfactory to the Administrative Agent in the London interbank market for such interest period for the applicable principal amount on such date of determination.

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“Eurodollar Rate” means, with respect to any Interest Period and for any Eurodollar Rate Loan, an interest rate per annum determined as the ratio of (a) the Eurodollar Base Rate with respect to such Interest Period for such Eurodollar Rate Loan to (b) the difference between the number one and the Eurodollar Reserve Requirements with respect to such Interest Period and for such Eurodollar Rate Loan.

“Eurodollar Rate Loan” means any Loan that bears interest based on the Eurodollar Rate.

“Eurodollar Reserve Requirements” means, with respect to any Interest Period and for any Eurodollar Rate Loan, a rate per annum equal to the aggregate, without duplication, of the maximum rates (expressed as a decimal number) of reserve requirements in effect two Business Days prior to the first day of such Interest Period (including basic, supplemental, marginal and emergency reserves) under any regulations of the Federal Reserve Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “eurocurrency liabilities” in Regulation D of the Federal Reserve Board) maintained by a member bank of the United States Federal Reserve System.

“Event of Default” has the meaning specified in Section 9.1.

“Excelsior” means Excelsior Radio Networks, LLC, a Delaware limited liability company.

“Excess Cash Flow” means, for any period, (a) Consolidated EBITDA of the Borrower for such period, minus (b) without duplication, (i) any cash principal payment on the Loans during such period (but only, in the case of payment in respect of Revolving Loans, to the extent that the Revolving Credit Commitments are permanently reduced by the amount of such payment) other than any mandatory prepayment required pursuant to Section 2.8(a) because of the existence of Excess Cash Flow and any purchase and retirement of Loans by any Purchasing Borrower Party in accordance with the terms of this Agreement, (ii) any scheduled or other mandatory cash principal payment made by the Borrower or any of its Subsidiaries during such period on any Capitalized Lease Obligation or other Indebtedness (but only, if such Indebtedness may be reborrowed, to the extent such payment results in a permanent reduction in commitments thereof), together with any interest, premium or penalties required to be paid in cash in connection therewith, (iii) any Capital Expenditure made by the Borrower or any of its Subsidiaries during such period to the extent permitted by this Agreement, excluding any such Capital Expenditure to the extent financed through the incurrence of Capitalized Lease Obligations or any long-term Indebtedness other than the Obligations, (iv) the Consolidated Cash Interest Expense of such Person for such period, (v) any cash loss, expense or charge from extraordinary items, (vi) any cash payment made during such period to satisfy obligations for income taxes or other taxes measured by net income or profits (or similar taxes imposed in lieu of such taxes), (vii) any increase in the Working Capital of the Borrower during such period (measured as the excess of such Working Capital at the end of such period over such Working Capital at the beginning of such period), (viii) to the extent actually paid in cash during such period, amounts added back to the calculation of Consolidated EBITDA pursuant to clauses (b)(viii), (b)(ix), (b)(x), (b)(xv) and (b)(xxi) of the definition thereof and (ix) all amounts added back to the calculation of Consolidated EBITDA pursuant to clauses (b)(v) and (b)(xix) of the definition thereof and plus (c) without duplication, (i) any decrease in the Working Capital of the Borrower during such period (measured as the excess of such Working Capital at the beginning of such period over such Working Capital at the end thereof) and (ii) any cash gains from extraordinary items.

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“Excluded Assets” means (a) motor vehicles and other assets subject to a certificate of title statute with a fair market value of less than $5,000,000 in the aggregate, (b) (i) leasehold interests in real property and (ii) fee-owned real property that is not Material Real Property, (c) Letter of Credit Rights (as defined in the Guaranty and Security Agreement) to the extent not constituting Supporting Obligations (as defined in the Guaranty and Security Agreement) with a value of less than $1,000,000, (d) Commercial Tort Claims (as defined in the Guaranty and Security Agreement) with a value of less than $1,000,000, (e) any license, instrument, lease or agreement to which any Loan Party is a party or any of its rights or interests thereunder if and only for so long as the grant of a Lien hereunder is prohibited by any law, rule or regulation (but only to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective pursuant to the UCC of any relevant jurisdiction, insolvency laws or any other Requirements of Law); provided that such license, instrument, lease or agreement will cease to be an Excluded Asset and will become subject to the Lien granted under the Guaranty and Security Agreement, immediately and automatically, at such time as such consequences will no longer result, (f) Excluded Equity, (g) Property owned by any Grantor that is subject to a purchase money Lien or a Capital Lease permitted under the Credit Agreement if the Contractual Obligation pursuant to which such Lien is granted (or in the document providing for such Capital Lease) prohibits or requires the consent of any Person other than the Borrower and its Affiliates which has not been obtained as a condition to the creation of any other Lien on such Property and (h) any “intent to use” Trademark applications for which a statement of use has not been filed and accepted with the U.S Patent and Trademark Office or any Intellectual Property if the grant of a Lien on or security interest in such Intellectual Property would result in the cancellation or voiding of such Intellectual Property; provided, however, that “Excluded Assets” shall not include any proceeds, products, substitutions or replacements of Excluded Assets (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Assets).

“Excluded Equity” means (a) any voting Stock in excess of 66% of the outstanding voting Stock of any first-tier Excluded Foreign Subsidiary, (b) any Stock in a Joint Venture which by the terms of its Constituent Documents or any agreements with the other equity holders prohibits the granting of a Lien in such Stock and (c) Equity Interests in entities where a Loan Party holds 50% or less of the outstanding Equity Interests of such Person, to the extent a pledge of such Equity Interests is prohibited by the Constituent Documents, or agreements with the other equity holders, of such entity. For the purposes of this definition, “voting Stock” means, with respect to any issuer, the issued and outstanding shares of each class of Stock of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

“Excluded Foreign Subsidiary” means any Subsidiary that is a controlled foreign corporation (as defined in the Code); provided, however, that no such Subsidiary shall be an “Excluded Foreign Subsidiary” if such Subsidiary has entered into any Guaranty Obligations with respect to, such Subsidiary has granted a security interest in any of its property to secure, or more than 66% of the Voting Stock of such Subsidiary was pledged to secure, directly or indirectly, any Indebtedness (other than the Obligations) of any Loan Party.

“Excluded Taxes” has the meaning specified in Section 2.17(a).

“Existing Debt Agreements” means (a) that certain Credit Agreement, dated as of April 23, 2009, by and among the Borrower, the lenders party thereto from time to time, and Wells Fargo Capital Finance, LLC (formerly known as Wells Fargo Foothill, LLC), as administrative agent for such lenders, as amended, restated, supplemented or modified, (b) that certain Amended and Restated Credit and Guaranty Agreement, dated as of June 20, 2008, among Excelsior, the guarantors from time to time party thereto, the lenders from time to time party thereto, Toronto Dominion (Texas) LLC (as successor to CIT Lending Services Corporation), as administrative agent for such lenders, and the other parties thereto, as amended, restated, supplemented or modified, (c) that certain Securities Purchase Agreement, dated as of April 23, 2009, by and among the Borrower and each of the holders from time to time of the notes thereunder, as amended, restated, supplemented or modified, (d) that certain Third Amended and Restated Note Purchase Agreement, dated as of May 28, 2010, by and among Verge, the guarantors from time to time party thereto and the purchasers from time to time party thereto, as amended, restated, supplemented or modified, and (e) those certain Non-Negotiable Promissory Notes dated as of May 28, 2010 issued by Verge Media Inc., a Delaware corporation, in favor of the holders thereof, as amended, restated, supplemented or modified.

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“Existing Letters of Credit” means those Letters of Credit issued and outstanding as of the Closing Date and set forth on Schedule 1.1C.

“Extended Commitments” means the Extended Term Loan Commitment and the Extended Revolving Credit Commitment.

“Extended Loans” means the Extended Term Loans and the Extended Revolving Loans.

“Extended Revolving Credit Commitment” has the meaning specified in Section 2.20(a)(ii).

“Extending Revolving Credit Lender” has the meaning specified in Section 2.20(a)(ii).

“Extended Revolving Loans” means Revolving Loans made by one or more Lenders to the Borrower pursuant to Section 2.20.

“Extended Term Loan Commitment” means the commitment of any Lender, established pursuant to Section 2.20, to make Extended Term Loans to the Borrower.

“Extended Term Loans” has the meaning specified in Section 2.20(a)(iii).

“Extending Term Loan Lender” has the meaning specified in Section 2.20(a)(iii).

“Extension” has the meaning specified in Section 2.20(a).

“Extension Amendment” means any amendment entered into pursuant to Section 2.20(c).

“Extension Offer” has the meaning specified in Section 2.20(a).

“Facilities” means (a) the Term Loan Facility, (b) the Revolving Credit Facility, (c) any credit facility represented by Other Term Loans, and (d) any credit facility established pursuant to a Refinancing Amendment.

“FATCA” means Sections 1471, 1472, 1473 and 1474 of the Code as of the date of this Agreement and any United States Treasury Regulations promulgated thereunder and published guidance with respect thereto, whether in existence on the Closing Date or promulgated or published thereafter.

“FCC” means the Federal Communications Commission or any Governmental Authority which succeeds to the duties and functions presently performed by the Federal Communications Commission.

“FCC Licenses” means Permits, licenses, approvals, entitlements, accreditations and other authorizations granted or issued by the FCC that may be used by any Loan Party pursuant to Communications Laws.

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“Federal Flood Insurance” means federally backed Flood Insurance available under the National Flood Insurance Program to owners of real property improvements located in Special Flood Hazard Areas in a community participating in the National Flood Insurance Program.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as determined by the Administrative Agent in its sole discretion.

“Federal Reserve Board” means the Board of Governors of the United States Federal Reserve System and any successor thereto.

“Fee Letter” means the letter agreement, dated as of July 30, 2011, addressed to Verge from GE Capital, GECM and ING and accepted by Verge, with respect to certain fees to be paid from time to time to the Administrative Agent and its Related Persons, as amended by the amendment to fee letter, dated as of the Closing Date, among GE Capital, GECM and ING and accepted by the Borrower.

“FEMA” means the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the National Flood Insurance Program.

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989.

“Financial Statement” means each financial statement delivered pursuant to Section 4.4 or 6.1.

“Fiscal Quarter” means each 3 fiscal month period ending on March 31, June 30, September 30 or December 31.

“Fiscal Year” means the twelve-month period ending on December 31.

“Flood Insurance” means, for any real property located in a Special Flood Hazard Area, Federal Flood Insurance or private insurance that (a) meets the requirements set forth by FEMA in its Mandatory Purchase of Flood Insurance Guidelines and (b) shall be in an amount equal to the full, unpaid balance of the Loans and any prior liens on the real property up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Agent, with deductibles not to exceed $50,000.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time, set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board and in such other statements by such other entity as may be in general use by significant segments of the accounting profession that are applicable to the circumstances as of the date of determination; provided, that for purposes of Article 5 of this Agreement, GAAP shall mean generally accepted accounting principles in the United States of America as in effect on the Closing Date. Subject to Section 1.3, all references to “GAAP” shall be to GAAP applied consistently with the principles used in the preparation of the Financial Statements described in Section 4.4(a).

“GE Capital” has the meaning specified in the preamble hereto.

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“GECM” means GE Capital Markets, Inc.

“Governmental Authority” means any nation, sovereign or government, any state or other political subdivision thereof, any agency, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative functions of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator, public sector entity, supra-national entity (including the European Union and the European Central Bank) and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Group Members” means, collectively, the Borrower and its Subsidiaries.

“Group Members’ Accountants” means Ernst & Young LLP, any other “big four” accounting firm or other nationally-recognized independent registered certified public accountants reasonably acceptable to the Administrative Agent.

“Guarantor” means each Subsidiary of the Borrower listed on Schedule 4.3 that is not an Excluded Foreign Subsidiary and each other Person who becomes a Guarantor pursuant to Section 7.10.

“Guaranty and Security Agreement” means a guaranty and security agreement, in substantially the form of Exhibit H, among the Administrative Agent, the Borrower and the Guarantors from time to time party thereto.

“Guaranty Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person for any Indebtedness, lease, dividend or other obligation (the “primary obligation”) of another Person (the “primary obligor”), if the purpose or intent of such Person in incurring such liability, or the economic effect thereof, is to guarantee such primary obligation or provide support, assurance or comfort to the holder of such primary obligation or to protect or indemnify such holder against loss with respect to such primary obligation, including (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of any primary obligation, (b) the incurrence of reimbursement obligations with respect to any letter of credit or bank guaranty in support of any primary obligation, (c) the existence of any Lien, or any right, contingent or otherwise, to receive a Lien, on the property of such Person securing any part of any primary obligation and (d) any liability of such Person for a primary obligation through any Contractual Obligation (contingent or otherwise) or other arrangement (i) to purchase, repurchase or otherwise acquire such primary obligation or any security therefor or to provide funds for the payment or discharge of such primary obligation (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency, working capital, equity capital or any balance sheet item, level of income or cash flow, liquidity or financial condition of any primary obligor, (iii) to make take-or-pay or similar payments, if required, regardless of non-performance by any other party to any Contractual Obligation, (iv) to purchase, sell or lease (as lessor or lessee) any property, or to purchase or sell services, primarily for the purpose of enabling the primary obligor to satisfy such primary obligation or to protect the holder of such primary obligation against loss or (v) to supply funds to or in any other manner invest in, such primary obligor (including to pay for property or services irrespective of whether such property is received or such services are rendered); provided, however, that “Guaranty Obligations” shall not include (x) endorsements for collection or deposit in the ordinary course of business, (y) product warranties given in the ordinary course of business or (z) ordinary course performance guarantees by any Group Member of the obligations (other than for the payment of Indebtedness) of any other Group Member. The outstanding amount of any Guaranty Obligation shall equal the outstanding amount of the primary obligation so guaranteed or otherwise supported or, if lower, the stated maximum amount for which such Person may be liable under such Guaranty Obligation.

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“Hazardous Material” means any substance, material or waste that is classified, regulated or otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including petroleum or any fraction thereof, asbestos, polychlorinated biphenyls and radioactive substances.

“Hedging Agreement” means any Interest Rate Contract, foreign exchange, swap, option or forward contract, future, commodity, currency spot, cap, floor or collar transaction, any other derivative instrument and any other similar transaction and any other similar agreement or arrangement designed to alter the risks of any Person arising from fluctuations in any underlying variable.

“Impacted Lender” means any Lender that fails to provide the Administrative Agent, within three Business Days following the Administrative Agent’s written request, satisfactory assurance that such Lender will not become a Non-Funding Lender, or any Lender that has a Person that directly or indirectly controls such Lender and such Person (a) becomes subject to a voluntary or involuntary case under the Bankruptcy Code or any similar bankruptcy laws, (b) has appointed a custodian, conservator, receiver or similar official for such Person or any substantial part of such Person’s assets other than an Undisclosed Administration, or (c) makes a general assignment for the benefit of creditors, is liquidated, or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or bankrupt, and for each of clauses (a) through (c), the Administrative Agent has determined in good faith that such Lender is reasonably likely to become a Non-Funding Lender. For purposes of this definition, control of a Person shall have the same meaning as in the second sentence of the definition of Affiliate.

“Incremental Base Amount” shall mean, at any time, (a) $25,000,000 plus (b) the lesser of (i) the aggregate amount of all additional Revolving Credit Commitments of Debt Fund Affiliates and Non-Debt Fund Affiliates established on or prior to such time pursuant to Section 2.19 and (b) $7,500,000.

“Incremental Term Borrowing” shall mean a Borrowing comprised of Incremental Term Loans.

“Incremental Term Loan Lender” shall mean a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.

“Incremental Term Loan Amount” shall mean, at any time, the excess, if any, of (a) the Incremental Base Amount at such time over the sum of (b)(i) the aggregate amount of all Incremental Term Loan Commitments established prior to such time pursuant to Section 2.19 plus (ii) the aggregate amount of all additional Revolving Credit Commitments established prior to such time pursuant to Section 2.19 plus (iii) the excess of the principal amount of Indebtedness of the Borrower owing under the Second Lien Loan Documents over $85,000,000.

“Incremental Term Loan Assumption Agreement” shall mean an Incremental Term Loan Assumption Agreement among, and in form and substance reasonably satisfactory to, the Borrower, the Administrative Agent and one or more Incremental Term Loan Lenders.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to Section 2.19, to make Incremental Term Loans to the Borrower.

“Incremental Term Loan Maturity Date” shall mean the final maturity date of any Incremental Term Loan, as set forth in the applicable Incremental Term Loan Assumption Agreement.

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“Incremental Term Loan Repayment Dates” shall mean the dates scheduled for the repayment of principal of any Incremental Term Loan, as set forth in the applicable Incremental Term Loan Assumption Agreement.

“Incremental Term Loans” shall mean Term Loans made by one or more Lenders to the Borrower pursuant to Section 2.1(c). Incremental Term Loans may be made in the form of additional Term Loans or, to the extent permitted by Section 2.19 and provided for in the relevant Incremental Term Loan Assumption Agreement, Other Term Loans.

“Indebtedness” of any Person means, without duplication, any of the following, whether or not matured: (a) all indebtedness for borrowed money, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all reimbursement and other obligations with respect to (i) letters of credit, bank guaranties or bankers’ acceptances or (ii) surety, customs, reclamation or performance bonds (in each case not related to judgments or litigation) other than those entered into in the ordinary course of business, (d) all obligations to pay the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business, any earnout payments if such obligations are not required by GAAP to be reflected on the balance sheet of such Person or in the footnotes thereof, any accruals for payroll and other non-interest bearing liabilities accrued in the ordinary course of business and any obligations in respect of operating leases that are not Synthetic Leases), (e) all obligations created or arising under any conditional sale or other title retention agreement, regardless of whether the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property, (f) all Capitalized Lease Obligations, (g) all obligations, whether or not contingent, to purchase, redeem, retire, defease or otherwise acquire for value any of its own Stock or Stock Equivalents (or any Stock or Stock Equivalent of a direct or indirect parent entity thereof) prior to the date that is 180 days after the latest Maturity Date, valued at, in the case of redeemable preferred Stock, the greater of the voluntary liquidation preference and the involuntary liquidation preference of such Stock plus accrued and unpaid dividends, (h) all payments that would be required to be made in respect of any Hedging Agreement after giving effect to any netting agreement with respect thereto in the event of a termination (including an early termination) on the date of determination and (i) all Guaranty Obligations for obligations of any other Person constituting Indebtedness of such other Person; provided, however, that the items in each of clauses (a) through (i) above shall constitute “Indebtedness” of such Person solely to the extent, directly or indirectly, (x) such Person is liable for any part of any such item, (y) any such item is secured by a Lien on such Person’s property or (z) any other Person has a right, contingent or otherwise, to cause such Person to become liable for any part of any such item or to grant such a Lien. For the avoidance of doubt, original issue discount shall not be deemed to reduce the face amount of any Indebtedness. Notwithstanding anything to the contrary contained herein, the Series A and Series B Preferred Stock shall not be treated as “Indebtedness” for any purpose hereunder, including, without limitation, the definition of “Consolidated Total Debt”.

“Indemnified Matter” has the meaning specified in Section 11.4.

“Indemnified Taxes” has the meaning specified in Section 2.17(a).

“Indemnitee” has the meaning specified in Section 11.4.

“ING” means ING Capital LLC.

“Initial Projections” means those financial projections, dated August 17, 2011, covering the Fiscal Years ending in 2011 through 2016 and delivered to the Administrative Agent by the Borrower prior to the date hereof.

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“Intellectual Property” means all rights, title and interests in or relating to intellectual property and industrial property arising under any Requirement of Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Trademarks, Internet Domain Names, Trade Secrets and IP Licenses.

“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the Closing Date, among the Administrative Agent, the Second Lien Agent and the Loan Parties.

“Interest Period” means, with respect to any Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is made or converted to a Eurodollar Rate Loan or, if such loan is continued, on the last day of the immediately preceding Interest Period therefor and, in each case, ending 1, 2, 3, or 6 months or, if available to all applicable Lenders, 9 or 12 months thereafter, as selected by the Borrower pursuant hereto; provided, however, that (a) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to extend such Interest Period into the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month, (c) the Borrower may not select any Interest Period (i) in the case of Revolving Loans, ending after any Maturity Date for Revolving Loans and (ii) in the case of Term Loans, ending after any Maturity Date for Term Loans, (d) the Borrower may not select any Interest Period in respect of Loans having an aggregate principal amount of less than $1,000,000, (e) there shall be outstanding at any one time no more than 10 Interest Periods and (f) the Borrower may not select any Interest Period period longer than 1 month until the earlier of (x) ninety (90) days following the Closing Date and (y) the occurrence of a Successful Syndication.

“Interest Rate Contracts” means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and interest rate insurance.

“Internet Domain Names” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to Internet domain names.

“Investment” means, with respect to any Person, directly or indirectly, (a) to own, purchase or otherwise acquire, in each case whether beneficially or otherwise, any investment in, including any interest in, any Security of any other Person (other than any evidence of any Obligation), (b) to purchase or otherwise acquire, whether in one transaction or in a series of related transactions, all or substantially all of the property of any other Person or a business conducted by any other Person or all or substantially all of the assets constituting the business of a division, branch, brand or other unit operation of any other Person, (c) to incur, or to remain liable under, any Guaranty Obligation for Indebtedness of any other Person, to assume the Indebtedness of any other Person or to make, hold, purchase or otherwise acquire, in each case directly or indirectly, any deposit, loan, advance, commitment to lend or advance, or other extension of credit (including by deferring or extending the date of, in each case outside the ordinary course of business, the payment of the purchase price for Sales of property or services to any other Person, to the extent such payment obligation constitutes Indebtedness of such other Person), excluding deposits with financial institutions available for withdrawal on demand, prepaid expenses, accounts receivable and similar items created in the ordinary course of business or (d) to make, directly or indirectly, any contribution to the capital of any other Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. The amount of any Investment shall be reduced by the amount actually returned on such Investment (to the extent in the same form).

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“IP Ancillary Rights” means, with respect to any Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.

“IP License” means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right title and interest in or relating to any Intellectual Property.

“IRS” means the Internal Revenue Service of the United States and any successor thereto.

“Issue” means, with respect to any Letter of Credit, to issue, extend the expiration date of, renew (including by failure to object to any automatic renewal on the last day such objection is permitted), increase the face amount of, or reduce or eliminate any scheduled decrease in the face amount of, such Letter of Credit, or to cause any Person to do any of the foregoing. The terms “Issued” and “Issuance” have correlative meanings.

“Joint Venture” means a Person (other than a Subsidiary) in which the Borrower or any of its Subsidiaries holds an Investment.

“L/C Cash Collateral Account” means any Cash Collateral Account (a) specifically designated as such by the Borrower in a notice to the Administrative Agent and (b) from and after the effectiveness of such notice, not containing any funds other than those required under the Loan Documents to be placed therein.

“L/C Issuer” means (a) GE Capital or any of its designated Affiliates and (b) each Person that hereafter becomes an L/C Issuer with the approval of, and if requested by, the Administrative Agent and the Borrower, pursuant to an agreement with and in form and substance satisfactory to, the Administrative Agent and the Borrower, in each case in their capacity as an issuer of Letters of Credit hereunder and together with their successors in such capacity; provided, that if any Extension or Extensions of Revolving Credit Commitments is or are effected in accordance with Section 2.20, then on the occurrence of the Maturity Date with respect thereto (the “L/C Issuer Termination Date”), each L/C Issuer at such time shall have the right to resign as an L/C Issuer on, or on any date within twenty (20) Business Days after, the L/C Issuer Termination Date, in each case upon not less than ten (10) days’ prior written notice thereof to the Borrower and the Administrative Agent and, in the event of any such resignation and upon the effectiveness thereof, the respective entity so resigning shall retain all of its rights hereunder and under the other Loan Documents as an L/C Issuer with respect to all Letters of Credit theretofor issued by it (which Letters of Credit shall remain outstanding in accordance with the terms hereof until their respective expirations) but shall not be required to issue any further Letters of Credit hereunder.

“L/C Obligations” means, for any Letter of Credit at any time, the sum of (a) the L/C Reimbursement Obligations at such time for such Letter of Credit and (b) the aggregate maximum undrawn face amount of such Letter of Credit outstanding at such time.

“L/C Reimbursement Agreement” has the meaning specified in Section 2.4(a).

“L/C Reimbursement Date” has the meaning specified in Section 2.4(e).

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“L/C Reimbursement Obligation” means, for any Letter of Credit, the obligation of the Borrower to the L/C Issuer thereof, as and when matured, to pay all amounts drawn under such Letter of Credit.

“L/C Request” has the meaning specified in Section 2.4(b).

“L/C Sublimit” means $5,000,000.

“Lead Arrangers” means GECM and ING.

“Lender” means, collectively, the Swingline Lender and any other financial institution or other Person that (a) is listed on the signature pages hereof as a “Lender”, (b) from time to time becomes a party hereto by execution of an Assignment or (c) from time to time becomes a party hereto as a “Lender” by execution of an Incremental Term Loan Assumption Agreement, an Additional Revolving Credit Commitment Assumption Agreement, Extension Amendment or a Refinancing Amendment, in each case together with its permitted successors and assigns.

“Letter of Credit” means any letter of credit Issued pursuant to Section 2.4. Each Existing Letter of Credit shall be deemed to constitute a Letter of Credit issued hereunder on the Closing Date for all purposes of the Loan Documents.

“Letter of Credit Fee” has the meaning specified in Section 2.11(b).

“Liabilities” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and expenses (including those incurred upon any appeal or in connection with the preparation for and/or response to any subpoena or request for document production relating thereto), in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or otherwise), security interest or other security arrangement and any other preference, priority or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Capital Lease and any Synthetic Lease or other financing lease having substantially the same economic effect as any of the foregoing; provided that in no event shall an operating lease that is not a Synthetic Lease in and of itself be deemed to be a Lien.

“Loan” means any loan made or deemed made by any Lender hereunder.

“Loan Documents” means, collectively, this Agreement, any Notes, the Guaranty and Security Agreement, the Mortgages, the Control Agreements, the Intercreditor Agreement, the Fee Letter, the L/C Reimbursement Agreements, each Incremental Term Loan Assumption Agreement, each Additional Revolving Credit Commitment Assumption Agreement, each Extension Amendment and each Refinancing Amendment and, when executed, each document executed by a Loan Party and delivered to the Administrative Agent, any Lender or any L/C Issuer in connection with or pursuant to any of the foregoing or the Obligations, together with any modification of any term, or any waiver with respect to, any of the foregoing, excluding in any event Secured Hedging Agreements and Banking Services Agreements.

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“Loan Party” means the Borrower and each Guarantor.

“Material Adverse Effect” means an effect that results in or causes, or could reasonably be expected to result in or cause, a material adverse change in any of (a) the financial condition, business, performance, operations or property of the Group Members, taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents or (c) the validity or enforceability of any Loan Document or the rights and remedies of the Administrative Agent, the Lenders and the other Secured Parties under any Loan Document.

“Material Environmental Liabilities” means Environmental Liabilities of the Group Members exceeding $1,000,000 in the aggregate.

“Material Real Property” means any fee-owned real property with an appraised value of greater than $1,000,000.

“Maturity Date” means (a) with respect to (i) the Term Loans that have not been extended pursuant to Section 2.20, October 21, 2016 and (ii) any other tranche of Term Loans (including any Other Term Loans, Extended Term Loans and Other Refinancing Term Loans), the maturity dates specified therefor in the applicable Incremental Term Loan Assumption Agreement, Extension Amendment or Refinancing Amendment and (b) with respect to the Revolving Credit Commitments (including any Extended Revolving Credit Commitments and Other Refinancing Revolving Credit Commitments), the Scheduled Revolving Credit Termination Date applicable thereto.

“Merger Sub” means Radio Network Holdings, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of the Borrower.

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.

“Mortgage” means any mortgage, deed of trust or other similar document executed or required herein to be executed by any Loan Party and granting a security interest over real property in favor of the Administrative Agent as security for the Obligations.

“Mortgage Supporting Documents” means, with respect to any Mortgage for a parcel of real property, each document (including title policies or marked-up unconditional insurance binders (in each case, together with copies of all documents referred to therein), maps, ALTA (or TLTA, if applicable) as-built surveys (in form and as to date that is sufficiently acceptable to the title insurer issuing title insurance to the Administrative Agent for such title insurer to deliver endorsements to such title insurance as reasonably requested by the Administrative Agent), environmental assessments and reports, appraisals required to comply with FIRREA and evidence regarding recording and payment of fees, insurance premium and taxes) that the Administrative Agent may reasonably request, to create, register, perfect, maintain, evidence the existence, substance, form or validity of or enforce a valid lien on such parcel of real property in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to such Liens as the Administrative Agent may approve.

“Multiemployer Plan” means any multiemployer plan, as defined in Section 400l(a)(3) of ERISA, to which any Group Member incurs or otherwise has any obligation or liability, contingent or otherwise (including on account of an ERISA Affiliate).

“National Flood Insurance Program” means the program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as revised by the National Flood Insurance Reform Act of 1994, that mandates the purchase of flood insurance to cover real property improvements located in Special Flood Hazard Areas in participating communities and provides protection to property owners through a federal insurance program.

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“Net Cash Proceeds” means proceeds received in cash from (a) any Sale of, or Property Loss Event with respect to, property, net of (i) the out-of-pocket cash costs, fees and expenses paid or required to be paid in connection therewith, (ii) taxes paid or reasonably estimated to be payable as a result thereof and (iii) any amount required to be paid or prepaid on Indebtedness (other than the Obligations and Indebtedness owing to any Group Member) secured by the property subject thereto or (b) any sale or issuance of Stock or incurrence of Indebtedness, in each case net of brokers’, advisors’ and investment banking fees and other out-of-pocket underwriting discounts, commissions and other out-of-pocket cash costs, fees and expenses, in each case incurred in connection with such transaction; provided, however, that any such proceeds received by any Subsidiary of the Borrower that is not a Wholly Owned Subsidiary of the Borrower shall constitute “Net Cash Proceeds” only to the extent of the aggregate direct and indirect beneficial ownership interest of the Borrower therein.

“Non-Debt Fund Affiliate” means an Affiliate of the Borrower (including the Sponsors) that is not a Debt Fund Affiliate or a Purchasing Borrower Party.

“Non-Funding Lender” means any Lender that has (a) failed to fund any payments required to be made by it under the Loan Documents within two Business Days after any such payment is due (excluding expense and similar reimbursements that are subject to good faith disputes), (b) given written notice (and the Administrative Agent has not received a revocation in writing), to the Borrower, the Administrative Agent, any Lender, or the L/C Issuer or has otherwise publicly announced (and the Administrative Agent has not received notice of a public retraction) that such Lender believes it will fail to fund payments or purchases of participations required to be funded by it under the Loan Documents or one or more other syndicated credit facilities, (c) failed to fund, and not cured, loans, participations, advances, or reimbursement obligations under one or more other syndicated credit facilities, unless subject to a good faith dispute, or (d)(i)become subject to a voluntary or involuntary case under the Bankruptcy Code or any similar bankruptcy laws, (ii) a custodian, conservator, receiver or similar official appointed for it or any substantial part of such Person’s assets other than an Undisclosed Administration, or (iii) made a general assignment for the benefit of creditors, been liquidated, or otherwise been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or bankrupt, and for this clause (d), the Administrative Agent has determined in good faith that such Lender is reasonably likely to fail to fund any payments required to be made by it under the Loan Documents.

“Non-U.S. Lender Party” means each of the Administrative Agent, each Lender, each L/C Issuer, each SPV and each participant, in each case that is not a Domestic Person.

“Note” means a promissory note of the Borrower, in substantially the form of Exhibit B, payable to the order of a Lender in any Facility in a principal amount equal to the amount of such Lender’s Commitment under such Facility (or, in the case of the Term Loan Facility, the aggregate initial principal amount of the Term Loans).

“Notice of Borrowing” has the meaning specified in Section 2.2.

“Notice of Conversion or Continuation” has the meaning specified in Section 2.10.

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“Obligations” means, with respect to any Loan Party, all amounts, obligations, liabilities, covenants and duties of every type and description owing by such Loan Party to the Administrative Agent, any Lender, any L/C Issuer, any other Indemnitee, any participant, any SPV or any Secured Hedging Counterparty or Secured Banking Services Provider arising out of, under, or in connection with, any Loan Document, any Secured Hedging Agreement or any Secured Banking Services Obligations, whether direct or indirect (regardless of whether acquired by assignment), absolute or contingent, due or to become due, whether liquidated or not, now existing or hereafter arising and however acquired, and whether or not evidenced by any instrument or for the payment of money, including, without duplication, (a) if such Loan Party is the Borrower, all Loans and L/C Obligations, (b) all interest, whether or not accruing after the filing of any petition in bankruptcy or after the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding, and (c) all other fees, expenses (including fees, charges and disbursement of counsel), interest, commissions, charges, costs, disbursements, indemnities and reimbursement of amounts paid and other sums chargeable to such Loan Party under any Loan Document (including those payable to L/C Issuers as described in Section 2.11).

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“OID” has the meaning specified in the definition of “All-In-Yield”.

“Other Refinancing Credit Commitments” means the Other Refinancing Revolving Credit Commitments and the Other Refinancing Term Loan Commitments.

“Other Refinancing Loans” means the Other Refinancing Revolving Loans and the Other Refinancing Term Loans.

“Other Refinancing Revolving Credit Commitments” means one or more classes of revolving credit commitments hereunder or extended Revolving Credit Commitments that result from a Refinancing Amendment.

“Other Refinancing Revolving Loans” means the Revolving Loans made pursuant to any Other Refinancing Revolving Credit Commitment.

“Other Refinancing Term Loan Commitments” means one or more classes of term loan commitments hereunder that result from a Refinancing Amendment.

“Other Refinancing Term Loans” means one or more classes of Term Loans that result from a Refinancing Amendment.

“Other Taxes” has the meaning specified in Section 2.17(c).

“Other Term Loans” shall have the meaning assigned to such term in Section 2.19(a).

“Patents” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to letters patent and applications therefor.

“Patriot Act” means the USA Patriot Act, Title III of Pub. L. 107-56, signed into law on October 26, 2001.

“PBGC” means the United States Pension Benefit Guaranty Corporation and any successor thereto.

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“Permit” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority, including without limitation, the FCC, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Permitted Acquisition” means any Proposed Acquisition satisfying each of the following conditions: (a) the aggregate amounts payable in connection with, and other consideration for (in each case, including all transaction costs and all Indebtedness, liabilities and Guaranty Obligations incurred or assumed in connection therewith or otherwise reflected in a Consolidated balance sheet of the Borrower and the Proposed Acquisition Target but excluding any portion of such consideration (i) comprised of Qualified Stock or (ii) funded with Net Cash Proceeds of any issuances of Qualified Stock, in each case, to the extent that the Consolidated Leverage Ratio, measured on a Pro Forma Basis immediately after giving effect to such Proposed Acquisition, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (in the case of the fourth Fiscal Quarter) for which Financial Statements have been or were required to be delivered pursuant to Section 6.1 is less than the Consolidated Leverage Ratio as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (in the case of the fourth Fiscal Quarter) for which Financial Statements have been or were required to be delivered pursuant to Section 6.1 (without giving pro forma effect to such Proposed Acquisition) (i) such Proposed Acquisition shall not exceed, in the aggregate with any Indebtedness incurred in connection with such Proposed Acquisition pursuant to Section 8.1(n), $25,000,000, and (ii) such Proposed Acquisition and all other Permitted Acquisitions consummated on or prior to the date of the consummation of such Proposed Acquisition shall not exceed, in the aggregate with any Indebtedness incurred on or prior to such date pursuant to Section 8.1(n), $50,000,000, (b) the Administrative Agent shall have received reasonable advance notice of such Proposed Acquisition including a reasonably detailed description thereof at least 15 Business Days prior to the consummation of such Proposed Acquisition (or such later date as may be agreed by the Administrative Agent) and on or prior to the date of such Proposed Acquisition, the Administrative Agent shall have received copies of the acquisition agreement and related Contractual Obligations and other documents (including financial information and analysis, environmental assessments and reports, opinions, certificates, lien searches, and FCC approvals) and information reasonably requested by the Administrative Agent, (c) as of the date of consummation of any transaction as part of such Proposed Acquisition and after giving effect to all transactions to occur on such date as part of such Proposed Acquisition, all conditions set forth in clauses (i) and (ii) of Section 3.2(b) shall be satisfied or duly waived and, after giving effect to such Permitted Acquisition, the Borrower shall be in compliance with the financial covenants set forth in Article 5 on a Pro Forma Basis as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (in the case of the fourth Fiscal Quarter) for which Financial Statements have been or were required to be delivered pursuant to Section 6.1, (d) no Event of Default is continuing or would result therefrom and (e) the Proposed Acquisition Target has Consolidated EBITDA, subject to pro forma adjustments reasonably acceptable to the Administrative Agent, for the most recent four fiscal quarters prior to the date of such Proposed Acquisition for which financial statements are available, greater than zero.

“Permitted Indebtedness” means any Indebtedness of any Group Member that is not prohibited by Section 8.1 or any other provision of any Loan Document.

“Permitted Investment” means any Investment of any Group Member that is not prohibited by Section 8.3 or any other provision of any Loan Document.

“Permitted Investors” means, collectively the Sponsors and their respective Controlled Investment Affiliates.

“Permitted Lien” means any Lien on or with respect to the property of any Group Member that is not prohibited by Section 8.2 or any other provision of any Loan Document.

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“Permitted Refinancing” means Indebtedness constituting a refinancing, exchange or extension of Permitted Indebtedness that (a) has an aggregate outstanding principal amount not greater than the aggregate principal amount of such Permitted Indebtedness outstanding at the time of such refinancing, exchange or extension except for increases due to the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (b) has a Weighted Average Life to Maturity (measured as of the date of such refinancing, exchange or extension) and maturity no shorter than that of such Permitted Indebtedness being refinanced, exchanged or extended, (c) is not entered into as part of a Sale and Leaseback transaction and (d) is not secured by any property or any Lien other than those securing such Permitted Indebtedness; provided, however, that, notwithstanding the foregoing, (x) the terms of such Permitted Indebtedness may be modified as part of such Permitted Refinancing if such modification would have been permitted pursuant to Section 8.11 or in the case of an increase in the principal amount of such Permitted Indebtedness, Section 8.1 and (y) no Guaranty Obligation for such Indebtedness shall constitute part of such Permitted Refinancing unless similar Guaranty Obligations with respect to such Permitted Indebtedness existed and constituted Permitted Indebtedness prior to such refinancing, exchange or extension; and provided, further, that with respect to Indebtedness constituting a refinancing, exchange or extension of the Indebtedness outstanding under the Second Lien Loan Documents (a “Second Lien Refinancing”), the following additional conditions shall apply: (i) no Event of Default is continuing or would result therefrom, (ii) such Second Lien Refinancing shall comply with each condition set forth in Section 4.2 of the Intercreditor Agreement, (iii) the aggregate principal amount of indebtedness outstanding under such Second Lien Refinancing (the “New Second Lien Obligations”) shall not be less than aggregate principal amount of indebtedness outstanding under the Second Lien Loan Documents immediately prior to such Second Lien Refinancing, (iv) the agent under the New Second Lien Obligations (the “New Second Lien Agent”) shall have executed and delivered documentation satisfactory to the Administrative Agent pursuant to which such New Second Lien Agent has confirmed that it is bound by the terms of the Intercreditor Agreement, (v) the Consolidated Leverage Ratio, the numerator of which shall be calculated on a pro forma basis to give effect to such Second Lien Refinancing, and the denominator of which shall equal the Borrower’s Consolidated EBITDA for the most recently ended period of four consecutive Fiscal Quarters with respect to which financial statements have been or were required to be delivered pursuant to Section 6.1, shall be no greater than the Consolidated Leverage Ratio as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (in the case of the fourth Fiscal Quarter) for which Financial Statements have been or were required to be delivered pursuant to Section 6.1 (without giving pro forma effect to such Second Lien Refinancing) and (vi) if such Second Lien Refinancing is not funded (including, without limitation, any arrangement fees, upfront fees, original issue discount or other fees, costs or expenses) solely with Net Cash Proceeds of issuances of Qualified Stock, (A) the Borrower’s Consolidated Leverage Ratio the numerator of which shall be calculated on a pro forma basis to give effect to such Second Lien Refinancing, and the denominator of which shall equal the Borrower’s Consolidated EBITDA for the most recently ended period of four consecutive Fiscal Quarters with respect to which financial statements have been or were required to be delivered pursuant to Section 6.1, shall not exceed the Consolidated Leverage Ratio permitted under Section 5.1 for the last day of the most recent Fiscal Quarter or Fiscal Year (in the case of the fourth Fiscal Quarter) ending prior to such date (assuming that the maximum permitted Consolidated Leverage Ratio permitted at such time was in fact 0.50 to 1 less than the ratio set forth in Section 5.1 for such period) and (B) after giving effect to such Second Lien Refinancing, the sum of (x) unencumbered (except for encumbrances created by the Loan Documents and the Second Lien Loan Documents) cash and Cash Equivalents held by the Borrower and its Subsidiaries at such time, plus (y) the aggregate Revolving Credit Commitments of all the Lenders then in effect minus (z) the Revolving Credit Outstandings of all the Lenders at such time, shall not be less than $12,500,000.

“Permitted Reinvestment” means, with respect to the Net Cash Proceeds of any Sale or Property Loss Event, to acquire (or make Capital Expenditures to finance the acquisition, repair, improvement or construction of), to the extent otherwise permitted hereunder, property useful in the business of the Borrower or any of its Subsidiaries (including through a Permitted Acquisition or Permitted Investment) or, if such Property Loss Event involves loss or damage to property, to repair such loss or damage.

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“Person” means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other entity or Governmental Authority.

“Pro Forma Balance Sheet” has the meaning specified in Section 4.4(d).

“Pro Forma Basis” means, with respect to any determination for any period and any Pro Forma Transaction, that such determination shall be made by giving pro forma effect to each such Pro Forma Transaction, as if each such Pro Forma Transaction had been consummated on the first day of such period, based on historical results accounted for in accordance with GAAP either (a) in accordance with Regulation S-X of the Securities Act or (b) with adjustments that reflect the reasonably anticipated effect of direct cost cutting measures that are realizable (as reasonably determined by the Administrative Agent) within one year after the consummation of such Pro Forma Transaction, and, in each case of (a) and (b), to the extent applicable, based on reasonable assumptions that are specified in detail in the relevant Compliance Certificate, Financial Statement or other document provided to the Administrative Agent or any Lender in connection herewith and are reasonably acceptable to the Administrative Agent.

“Pro Forma Transaction” means (a) any transaction consummated as part of the Acquisition (including the Related Transactions), (b) any Permitted Acquisition and (c) any Sale of assets permitted by Section 8.4(e) for Net Cash Proceeds greater than $1,000,000, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

“Projections” means, collectively, the Initial Projections and any document delivered pursuant to Section 6.1(f).

“Property Loss Event” means, with respect to any property, any loss of or damage to such property or any taking of such property or condemnation thereof.

“Proposed Acquisition” means (a) any proposed acquisition that is consensual and approved by the board of directors of such Proposed Acquisition Target, of all or substantially all of the assets or Stock of any Proposed Acquisition Target by the Borrower or any Subsidiary of the Borrower or (b) any proposed merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

“Proposed Acquisition Target” means any Person engaged in a business that the Borrower and its Subsidiaries are permitted to engage in pursuant to Section 8.8 and that is organized under the laws of the United States of America, any State thereof or the District of Columbia or any brand, line of business, division, branch, operating division or other unit operation of any such Person.

“Pro Rata Outstandings” of any Lender at any time, means (a) in the case of the Term Loan Facility, the outstanding principal amount of the Term Loans owing to such Lender and (b) in the case of the Revolving Credit Facility, the sum of (i) the outstanding principal amount of Revolving Loans owing to such Lender and (ii) the amount of the participation of such Lender in the L/C Obligations outstanding with respect to all Letters of Credit.

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“Pro Rata Share” means, with respect to any Lender and any Facility or Facilities at any time, the percentage obtained by dividing (a) the sum of the Commitments (or, if such Commitments in any such Facility are terminated, the Pro Rata Outstandings therein) of such Lender then in effect under such Facilities by (b) the sum of the Commitments (or, if such Commitments in any such Facility are terminated, the Pro Rata Outstandings therein) of all Lenders then in effect under such Facilities; provided, however, that, if there are no Commitments and no Pro Rata Outstandings in any of such Facilities, such Lender’s Pro Rata Share in such Facilities shall be determined based on the Pro Rata Share in such Facilities most recently in effect, after giving effect to any subsequent assignment and any subsequent non-pro rata payments of any Lender pursuant to Sections 2.18, 2.19, 2.20, 2.21 or 2.22.

“Purchase Offer” has the meaning specified in Section 2.21(a).

“Purchasing Borrower Party” means the Borrower or any Subsidiary of the Borrower that becomes a Lender hereunder in accordance with Section 2.21 or Section 11.2(g).

“Qualified Stock” means any Stock that is not Disqualified Stock.

“Refinancing Amendment” means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower executed by each of (a) the Borrower, (b) the Administrative Agent, (c) the L/C Issuer (in the case of Other Refinancing Revolving Credit Commitments or Other Refinancing Revolving Loans) and (d) each Refinancing Lender and Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in accordance with Section 2.22.

“Refinancing Lender” means, at any time, any bank, other financial institution or institutional investor that agrees to provide any portion of any Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.22; provided that each Refinancing Lender (other than any Person that is a Lender, an Affiliate of a Lender or an Approved Fund of a Lender at such time) shall be subject to the approval of the Administrative Agent and the L/C Issuer (in the case of Other Refinancing Revolving Credit Commitments or Other Refinancing Revolving Loans) (such approval not to be unreasonably withheld or delayed), in each case to the extent any such consent would be required from the Administrative Agent and the L/C Issuer (in the case of Other Refinancing Revolving Credit Commitments or Other Refinancing Revolving Loans) under Section 11.2(b) for an assignment of Loans or Commitments to such Refinancing Lender.

“Register” has the meaning specified in Section 2.14(b).

“Reinvestment Prepayment Amount” means, with respect to any Net Cash Proceeds on the Reinvestment Prepayment Date therefor, the amount of such Net Cash Proceeds otherwise required for prepayment of the Loans less any amount paid or required to be paid by any Group Member to make Permitted Reinvestments with such Net Cash Proceeds pursuant to a Contractual Obligation entered into prior to such Reinvestment Prepayment Date with any Person that is not an Affiliate of the Borrower.

“Reinvestment Prepayment Date” means, with respect to any portion of any Net Cash Proceeds of any Sale or Property Loss Event required for prepayment of the Loans, the earliest of (a) the 270^th day after the completion of the portion of such Sale or Property Loss Event corresponding to such Net Cash Proceeds, (b) the date that is 5 Business Days after the date on which the Borrower shall have notified the Administrative Agent of the Borrower’s determination not to make Permitted Reinvestments with such Net Cash Proceeds, (c) the occurrence of any Event of Default set forth in Section 9.1(e)(ii) and (d) 5 Business Days after the delivery of a notice by the Administrative Agent or the Required Lenders to the Borrower during the continuance of any other Event of Default.

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“Related Documents” means, collectively, the Acquisition Agreement, the Loan Documents, the Second Lien Loan Documents, the Sponsor PIK Notes, the payoff letters with respect to the Indebtedness outstanding under the Existing Debt Agreements executed and delivered to the Administrative Agent on or prior to the Closing Date and each other document executed with respect to any of the foregoing or any Related Transaction.

“Related Person” means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article 3) and other consultants and agents of or to such Person or any of its Affiliates, together with, if such Person is the Administrative Agent, each other Person or individual designated, nominated or otherwise mandated by or helping the Administrative Agent pursuant to and in accordance with Section 10.4 or any comparable provision of any Loan Document.

“Related Transactions” means, collectively, the consummation of the Acquisition, the consummation of the transactions contemplated by the Loan Documents, the consummation of the transactions contemplated by the Second Lien Loan Documents, the issuance of the Sponsor PIK Notes, the refinancing of the Existing Debt Agreements, the execution and delivery of all Related Documents and the payment of all related fees, costs and expenses.

“Release” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.

“Relevant Four Fiscal Quarter Period” has the meaning specified in Section 9.5.

“Remedial Action” means all actions required under Environmental Laws to (a) clean up, remove, treat or in any other way address any Hazardous Material in the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Material does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre remedial studies and investigations and post-remedial monitoring and care with respect to any Hazardous Material.

“Repricing Transaction” shall mean the prepayment, refinancing, substitution or replacement of all or a portion of the Term Loans (other than a refinancing of all the Obligations hereunder in connection with a sale of all or substantially all of the assets or Stock of the Group Members) with the incurrence by the Borrower of any debt financing (including any Incremental Term Loans) having an effective interest cost or weighted average yield (with the comparative determinations to be made by the Administrative Agent consistent with generally accepted financial practices, after giving effect to, among other factors, margin, interest rate floors, upfront or similar fees or original issue discount shared with all providers of such financing, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the Eurodollar Rate) that is less than the effective interest cost (as determined by the Administrative Agent on the same basis) of such Term Loans, including as may be effected through any amendment to this Agreement relating to the interest rate for, or weighted average yield of, the Term Loans.

“Required Lenders” means, at any time, Lenders having at such time in excess of 50% of the sum of the aggregate Revolving Credit Commitments (or, if such Commitments are terminated, the sum of the amounts of the participations in Swing Loans, the principal amount of unparticipated portions of the Swing Loans and the Pro Rata Outstandings in the Revolving Credit Facility), Term Loan Commitments (or, if such Commitments are terminated, the Pro Rata Outstandings in the Term Loan Facility) and any other Commitments under any other Facility provided hereunder (or, if such Commitments are terminated, the Pro Rata Outstandings under such Facilities) then in effect, ignoring, in such calculation, the amounts held by any Non-Funding Lender.

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“Required Revolving Credit Lenders” means, at any time, Lenders having at such time in excess of 50% of the aggregate Revolving Credit Commitments (or, if such Commitments are terminated, the sum of the amounts of the participations in Swing Loans, the principal amount of the unparticipated portions of the Swing Loans and the Pro Rata Outstandings in the Revolving Credit Facility) then in effect, ignoring, in such calculation, the amounts held by any Non Funding Lender.

“Required Term Loan Lenders” means, at any time, Lenders having at such time in excess of 50% of the aggregate Term Loan Commitments (or, if such Commitments are terminated, the Pro Rata Outstandings in the Term Loan Facility) then in effect, ignoring, in such calculation, the Commitments and Pro Rata Outstandings of any Non-Funding Lender.

“Requirements of Law” means, with respect to any Person, collectively, the common law and all federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” means, with respect to any Person, any of the chief financial officer, chief executive officer or any co- chief executive officer, president, treasurer, assistant treasurer, controller, managing member or general partner of such Person but, in any event, with respect to financial matters, the chief financial officer or any such officer that is responsible for preparing the Financial Statements delivered hereunder and, with respect to the Corporate Chart and other documents delivered pursuant to Section 6.1(e), documents delivered on the Closing Date and documents delivered pursuant to Section 7.10, the secretary or assistant secretary of such Person or any other officer responsible for maintaining the corporate and similar records of such Person.

“Restricted Payment” means (a) any dividend, return of capital or distribution, whether direct or indirect and whether in cash, Securities or other property, on account of any Stock or Stock Equivalent of the Borrower or any of its Subsidiaries, in each case now or hereafter outstanding, including with respect to a claim for rescission of a Sale of such Stock or Stock Equivalent and (b) any redemption, retirement, termination, defeasance, cancellation, purchase or other acquisition for value, whether direct or indirect (including through the use of Hedging Agreements, the making, repayment, cancellation or forgiveness of Indebtedness and similar Contractual Obligations), of any Stock or Stock Equivalent of any Group Member or of any direct or indirect parent entity of the Borrower, now or hereafter outstanding, and any payment or other transfer setting aside funds for any such redemption, retirement, termination, cancellation, purchase or other acquisition, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise.

“Revolving Credit Commitment” means, with respect to each Revolving Credit Lender, the commitment of such Lender to make Revolving Loans and acquire interests in other Revolving Credit Outstandings, which commitment is in the amount set forth opposite such Lender’s name on Schedule I under the caption “Revolving Credit Commitment”, or in the Additional Revolving Credit Commitment Assumption Agreement pursuant to which such Lender agreed to provide an additional Revolving Credit Commitment, as applicable, as amended to reflect Assignments and as such amount may be reduced pursuant to this Agreement. The aggregate amount of the Revolving Credit Commitments on the date hereof equals $25,000,000. Unless the context shall otherwise require, the term “Revolving Credit Commitment” shall include the any Extended Revolving Credit Commitment.

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“Revolving Credit Facility” means the Revolving Credit Commitments and the provisions herein related to the Revolving Loans, Swing Loans and Letters of Credit.

“Revolving Credit Lender” means each Lender that has a Revolving Credit Commitment, holds a Revolving Loan or participates in any Swing Loan or Letter of Credit.

“Revolving Credit Outstandings” means, at any time, the sum of, in each case to the extent outstanding at such time, (a) the aggregate principal amount of the Revolving Loans and Swing Loans and (b) the L/C Obligations for all Letters of Credit.

“Revolving Credit Termination Date” shall mean the earliest of (a) the latest Scheduled Revolving Credit Termination Date, (b) the date of termination of the Revolving Credit Commitments pursuant to Section 2.5 or 9.2 and (c) the date on which the Obligations become due and payable pursuant to Section 9.2.

“Revolving Loan” has the meaning specified in Section 2.1. Unless the context shall otherwise require, the term “Revolving Loan” shall include any Extended Revolving Loans or Other Refinancing Revolving Loans.

“S&P” means Standard & Poor’s Rating Services or any successor thereto.

“Sale and Leaseback Transaction” means, with respect to any Person (the “obligor”), any Contractual Obligation or other arrangement with any other Person (the “counterparty”) consisting of a lease by such obligor of any property that, directly or indirectly, has been or is to be Sold by the obligor to such counterparty or to any other Person to whom funds have been advanced by such counterparty based on a Lien on, or an assignment of, such property or any obligations of such obligor under such lease.

“Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/ programs/index.shtml, or as otherwise published from time to time.

“Sanctioned Person” means (a) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn/ index.shtml, or as otherwise published from time to time, or (b)(i) an agency of the government of a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country or (iii) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

“Scheduled Revolving Credit Termination Date” means (a) with respect to the portion of the Revolving Credit Commitments of the Revolving Credit Lenders that have not been extended pursuant to Section 2.20, October 21, 2016 and (b) with respect to any other Revolving Credit Commitments (including any Extended Revolving Credit Commitments and Other Refinancing Revolving Commitments), the maturity dates specified therefor in the applicable Extension Amendment or Refinancing Amendment.

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“Second Lien Agent” means the “Administrative Agent” as defined in the Second Lien Credit Agreement.

“Second Lien Credit Agreement” means the Second Lien Credit Agreement, dated as of the date hereof, among the Borrower, the Second Lien Agent, the Second Lien Syndication Agent and the Second Lien Lenders.

“Second Lien Lender” means a “Lender” as defined in the Second Lien Credit Agreement.

“Second Lien Loan Documents” means the “Loan Documents” as defined in the Second Lien Credit Agreement.

“Second Lien Loans” means the “Term Loans” as defined in the Second Lien Credit Agreement.

“Second Lien Syndication Agent” means the “Syndication Agent” as defined in the Second Lien Credit Agreement.

“Secured Banking Services Obligations” means any and all obligations of any Loan Party to any Secured Banking Services Provider in an aggregate amount not to exceed $5,000,000, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services and expressly identified as being “Secured Banking Services Obligations” hereunder in a joint notice from such Loan Party and such Person delivered to the Administration Agent reasonably promptly after the execution of the relevant Banking Services Agreement, which joint notice shall specify the maximum amount of such obligations that shall constitute “Secured Banking Services Obligations” (which amount shall not exceed $5,000,000 in the aggregate for all Secured Banking Services Providers).

“Secured Banking Services Provider” means (a) a Person who has entered into a Banking Services Agreement with a Loan Party if such Banking Services Agreement was provided or arranged by GE Capital, ING or their respective Affiliates, and any assignee of such Person or (b) a Lender or an Affiliate of a Lender who has entered into a Banking Services Agreement with a Loan Party (or a Person who was a Lender or an Affiliate of a Lender at the time of execution and delivery of the Banking Services Agreement).

“Secured Hedging Agreement” means any Hedging Agreement that (a) has been entered into with a Secured Hedging Counterparty, (b) in the case of a Hedging Agreement not entered into with or provided or arranged by GE Capital, ING or their respective Affiliates, is expressly identified as being a “Secured Hedging Agreement” hereunder in a joint notice from such Loan Party and such Person delivered to the Administrative Agent reasonably promptly after the execution of such Hedging Agreement and (c) meets the requirements of Section 8.1(f).

“Secured Hedging Counterparty” means (a) a Person who has entered into a Hedging Agreement with a Loan Party if such Hedging Agreement was provided or arranged by GE Capital, ING or their respective Affiliates, and any assignee of such Person or (b) a Lender or an Affiliate of a Lender who has entered into a Hedging Agreement with a Loan Party (or a Person who was a Lender or an Affiliate of a Lender at the time of execution and delivery of the Hedging Agreement).

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“Secured Parties” means the Lenders, the L/C Issuers, the Administrative Agent, any Secured Hedging Counterparty, any Secured Banking Services Provider, each other Indemnitee and any other holder of any Obligation of any Loan Party.

“Security” means all Stock, Stock Equivalents, voting trust certificates, bonds, debentures, instruments and other evidence of Indebtedness, whether or not secured, convertible or subordinated, all certificates of interest, share or participation in, all certificates for the acquisition of, and all warrants, options and other rights to acquire, any of the foregoing.

“Sell” means, with respect to any property, to sell, convey, transfer, assign, license, lease or otherwise dispose of, any interest therein or to permit any Person to acquire any such interest, including, in each case, through a Sale and Leaseback Transaction or through a sale, factoring at maturity, collection of or other disposal, with or without recourse, of any notes or accounts receivable. Conjugated forms thereof and the noun “Sale” have correlative meanings.

“Series A and Series B Preferred Stock” means the Borrower’s Series A Preferred Stock and Series B Preferred Stock in substantially the form attached as Exhibit N-1 and N-2, respectively.

“Solvent” means, with respect to the Borrower and its Subsidiaries as of any date of determination, that, as of such date, (a) the fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the total amount of liabilities, including contingent liabilities, of the Borrower and its Subsidiaries, on a consolidated basis; (b) the present fair saleable value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, is not less than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries, on a consolidated basis, on their debts and liabilities as they become absolute and matured; (c) the Borrower and its Subsidiaries, on a consolidated basis, are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which the Borrower’s and its Subsidiaries’ assets, on a consolidated basis, would constitute unreasonably small capital; and (d) the Borrower and its Subsidiaries do not intend to, and do not believe that they will, incur debts or liabilities, on a consolidated basis, beyond their ability to pay such debts and liabilities as they mature. For the purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“Special Flood Hazard Area” means an area that FEMA’s current flood maps indicate has at least a one percent (1%) chance of a flood equal to or exceeding the base flood elevation (a 100-year flood) in any given year.

“Specified Acquisition Agreement Representations” means the representations and warranties regarding the Borrower and its Subsidiaries set forth in the Acquisition Agreement as are material to the interests of the Lead Arrangers and the Lenders, but only to the extent that Verge or any of its Affiliates has the right to terminate Verge’s or Verge’s Affiliates’ obligations under the Acquisition Agreement (or the right not to consummate the Acquisition pursuant to the Acquisition Agreement) as a result of a breach of such representations and warranties.

“Specified Equity Contribution” has the meaning specified in Section 9.5.

“Specified Representations” means the representations and warranties set forth in Sections 4.1(a), 4.2(a)(i), 4.2(a)(ii)(A) and (B) (only as it relates to the execution, delivery and performance by each Loan Party of the Loan Documents), 4.2(a)(iii) (only with respect to Governmental Authority consents), 4.2(b), 4.2(d), 4.6, 4.9(b), 4.11, 4.18, 4.21 (only with respect to perfection and priority of the Administrative Agent’s Liens on the Collateral) and 4.22.

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“Sponsors” means collectively, Oaktree Capital Management, L.P. and the Gores Group, LLC.

“Sponsor PIK Notes” has the meaning specified in Section 3.1(d).

“SPV” means any special purpose funding vehicle (other than a Disqualified Competitor) identified as such in a writing by any Lender to the Administrative Agent.

“Stock” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.

“Stock Equivalents” means all securities convertible into or exchangeable for Stock or any other Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable.

“Subordinated Debt” means any Indebtedness that is subordinated to the payment in full of the Obligations on terms and conditions satisfactory to the Administrative Agent, including, without limitation, any Indebtedness under the Sponsor PIK Notes (it being understood and agreed that the subordination provisions set forth in the Sponsor PIK Notes are satisfactory to the Administrative Agent).

“Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than 50% of the outstanding Voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries of such Person.

“Substitute Lender” has the meaning specified in Section 2.18(a).

“Successful Syndication” shall have the meaning assigned to such term in the Fee Letter.

“SWDA” means the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.).

“Swingline Commitment” means $2,500,000.

“Swingline Lender” means, each in its capacity as Swingline Lender hereunder, GE Capital or, upon the resignation of GE Capital as Administrative Agent hereunder, any Lender (or Affiliate or Approved Fund of any Lender) that agrees, with the approval of the Administrative Agent (or, if there is no such successor Administrative Agent, the Required Lenders) and the Borrower, to act as the Swingline Lender hereunder.

“Swingline Request” has the meaning specified in Section 2.3(b).

“Swing Loan” has the meaning specified in Section 2.3.

“Syndication Agent” has the meaning specified in the preamble hereto.

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“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease or does not otherwise appear on a balance sheet under GAAP.

“Tax Affiliate” means, (a) the Borrower and its Subsidiaries and (b) any Affiliate of the Borrower with which the Borrower files or is eligible to file consolidated, combined or unitary tax returns.

“Tax Returns” has the meaning specified in Section 4.8.

“Taxes” has the meaning specified in Section 2.17(a).

“Term Loan” has the meaning specified in Section 2.1(b). Unless the context shall otherwise require, the term “Term Loan” shall include any Incremental Term Loan, Other Term Loan, Extended Term Loan or Other Refinancing Term Loan.

“Term Loan Commitment” means, with respect to each Term Loan Lender, the commitment of such Lender to make Term Loans to the Borrower, which commitment is in the amount set forth opposite such Lender’s name on Schedule I under the caption “Term Loan Commitment”, as amended to reflect Assignments and as such amount may be reduced pursuant to this Agreement. The aggregate amount of the Term Loan Commitments on the date hereof equals $155,000,000. Unless the context shall otherwise require, the term “Term Loan Commitments” shall include any Incremental Term Loan Commitment and Extended Term Loan Commitment.

“Term Loan Facility” means the Term Loan Commitments and the provisions herein related to the Term Loans.

“Term Loan Lender” means each Lender that has a Term Loan Commitment or that holds a Term Loan.

“Title IV Plan” means a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, to which any Group Member incurs or otherwise has any obligation or liability, contingent or otherwise (including on account of an ERISA Affiliate).

“Trademarks” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof and all applications in connection therewith.

“Trade Secrets” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trade secrets.

“UCC” means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect in the State of New York.

“Undisclosed Administration” means, in relation to a Lender, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender is subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed.

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“United States” means the United States of America.

“Unused Commitment Fee” has the meaning specified in Section 2.11.

“Upfront Fee” has the meaning specified in the definition of “All-In-Yield”.

“U.S. Lender Party” means each of the Administrative Agent, each Lender, each L/C Issuer, each SPV and each participant, in each case that is a Domestic Person.

“Verge” means Verge Media Companies, Inc, a Delaware corporation.

“Voting Stock” means Stock of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons, of such Person (irrespective of whether, at the time, Stock of any other class or classes of such entity shall have or might have voting power by reason of the occurrence of any contingency).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Subsidiary” of any Person means any Subsidiary of such Person, all of the Stock of which (other than nominal holdings and director’s qualifying shares, including any shares issued to foreign nationals to the extent required by applicable law) is owned by such Person, either directly or through one or more Wholly Owned Subsidiaries of such Person.

“Withdrawal Liability” means, at any time, any liability incurred (whether or not assessed) by any ERISA Affiliate and not yet satisfied or paid in full at such time with respect to any Multiemployer Plan pursuant to Section 4201 of ERISA.

“Working Capital” means, for any Person at any date, its Consolidated Current Assets at such date minus its Consolidated Current Liabilities at such date.

Section 1.2 UCC Terms. The following terms have the meanings given to them in the applicable UCC: “commodity account”, “commodity contract”, “commodity intermediary”, “deposit account”, “entitlement holder”, “entitlement order”, “equipment”, “financial asset”, “general intangible”, “goods”, “instruments”, “inventory”, “securities account”, “securities intermediary” and “security entitlement”.

Section 1.3 Accounting Terms and Principles. (a) GAAP. Except as set forth in any Loan Document, all accounting terms not specifically defined herein shall be construed in accordance with GAAP (except for the term “property”, which shall be interpreted as broadly as possible, including, in any case, cash, Securities, other assets, rights under Contractual Obligations and Permits and any right or interest in any property). No change in the accounting principles used in the preparation of any Financial Statement hereafter adopted by the Borrower shall be given effect if such change would affect a calculation that measures compliance with any provision

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hereof unless the Borrower, the Administrative Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all Financial Statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. For the avoidance of doubt, notwithstanding any change in generally accepted accounting principles after the Closing Date that would require lease obligations that would be treated as operating leases as of the Closing Date to be classified and accounted for as Capital Leases or otherwise reflected on the Borrower’s consolidated balance sheet, such obligations shall continue to be excluded from the definition of Indebtedness. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value.” Subject to Section 9.5, a breach of a financial covenant contained in Article 5 shall be deemed to have occurred as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to the Administrative Agent.

(b) Pro Forma. All components of financial calculations made to determine compliance with Article 5 or otherwise shall be adjusted on a Pro Forma Basis to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any Pro Forma Transaction consummated after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower based on assumptions expressed therein and that were reasonable based on the information available to the Borrower at the time such assumptions were made.

Section 1.4 Payments. The Administrative Agent may set up standards and procedures to determine or redetermine the equivalent in Dollars of any amount expressed in any currency other than Dollars and otherwise may, but shall not be obligated to, rely on any determination made by any Loan Party or any L/C Issuer. Any such determination or redetermination by the Administrative Agent shall be conclusive and binding for all purposes, absent manifest error. No determination or redetermination by any Secured Party or Loan Party and no other currency conversion shall change or release any obligation of any Loan Party or of any Secured Party (other than the Administrative Agent and its Related Persons) under any Loan Document, each of which agrees to pay separately for any shortfall remaining after any conversion and payment of the amount as converted. The Administrative Agent may round up or down, and may set up appropriate mechanisms to round up or down, any amount hereunder to nearest higher or lower amounts and may determine reasonable de minimis payment thresholds.

Section 1.5 Interpretation.

(a) Certain Terms. The terms “herein”, “hereof” and similar terms refer to this Agreement as a whole. In the computation of periods of time from a specified date to a later specified date in any Loan Document, the terms “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.” In any other case, the term “including” when used in any Loan Document means “including without limitation.” The term “documents” means all writings, however evidenced and whether in physical or electronic form, including all documents, instruments, agreements, notices, demands, certificates, forms, financial statements, opinions and reports. The term “incur” means incur, create, make, issue, assume or otherwise become directly or indirectly liable in respect of or responsible for, in each case whether directly or indirectly, and the terms “incurrence” and “incurred” and similar derivatives shall have correlative meanings.

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(b) Certain References. Unless otherwise expressly indicated, references (i) in this Agreement to an Exhibit, Schedule, Article, Section or clause refer to the appropriate Exhibit or Schedule to, or Article, Section or clause in, this Agreement and (ii) in any Loan Document, to (A) any agreement shall include, without limitation, all exhibits, schedules, appendixes and annexes to such agreement and, unless the prior consent of any Secured Party required therefor is not obtained, all amendments, restatements, extensions, waivers, supplements and other modifications thereto and made in accordance with the terms thereof, and if entered into subsequent to the Closing Date and if applicable, in accordance with the terms hereof and the other Loan Documents, (B) any Requirements of Law shall be to such Requirements of Law as modified from time to time and to any successor legislation thereto, in each case as in effect at the time any such reference is operative and (C) any time of day shall be a reference to New York time (unless otherwise stated herein). Titles of articles, sections, clauses, exhibits, schedules and annexes contained in any Loan Document are without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. Unless otherwise expressly indicated, the meaning of any term defined (including by reference) in any Loan Document shall be equally applicable to both the singular and plural forms of such term. The term “enforceability” and its derivatives when used to describe the enforceability of an agreement shall mean that such agreement is enforceable except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceeds in equity or at law).

(c) Laws. References to any statute or regulation may be made by using either the common or public name thereof or a specific citation reference and are to be construed as including all statutory and regulatory provisions relating thereto or consolidating, amending, replacing, supplementing or interpreting the statute or regulation.

(d) Deliveries. Notwithstanding anything herein to the contrary, whenever any document, agreement or other item (other than any payment) is required by any Loan Document to be delivered on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day.

(e) Intercreditor Agreement. Any reference herein or in any other Loan Document (other than in the Intercreditor Agreement) to the “Intercreditor Agreement” shall mean the Intercreditor Agreement as in effect on the date hereof and any amendment, restatement, supplement or other modification thereto a copy of which has been delivered to the Borrower.

ARTICLE 2
THE FACILITIES

Section 2.1 The Commitments. (a) Revolving Credit Commitments. On the terms and subject to the conditions contained in this Agreement, each Revolving Credit Lender severally, but not jointly, agrees to make loans in Dollars (each a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the date hereof until the applicable Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed such Lender’s Revolving Credit Commitment; provided, however, that at no time shall any Revolving Credit Lender be obligated to make a Revolving Loan in excess of such Lender’s Pro Rata Share of the amount by which the then effective Revolving Credit Commitments exceeds the aggregate Revolving Credit Outstandings at such time. Within the limits set forth in the first sentence of this clause (a), amounts of Revolving Loans repaid may be reborrowed under this Section 2.1.

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(b) Term Loan Commitments. On the terms and subject to the conditions contained in this Agreement, each Term Loan Lender severally, but not jointly, agrees to make a loan (each a “Term Loan”) in Dollars to the Borrower on the Closing Date, in an amount not to exceed such Lender’s Term Loan Commitment. Amounts of Term Loans repaid may not be reborrowed.

(c) Incremental Term Loan Commitments. On the terms and subject to the conditions contained in this Agreement and in the applicable Incremental Term Loan Assumption Agreement, each Lender having an Incremental Term Loan Commitment severally, but not jointly, agrees to make Incremental Term Loans to the Borrower, in an amount not to exceed such Lender’s Incremental Term Loan Commitment. Amounts of Incremental Term Loans repaid may not be reborrowed.

Section 2.2 Borrowing Procedures. (a) Notice From the Borrower. Each Borrowing shall be made on notice given by the Borrower to the Administrative Agent not later than 12:00 p.m. on (i) the first Business Day, in the case of a Borrowing of Base Rate Loans and (ii) the third Business Day, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice may be made in a writing substantially in the form of Exhibit C (a “Notice of Borrowing”) duly completed or by telephone if confirmed promptly, but in any event within one Business Day and prior to such Borrowing, with such a Notice of Borrowing. Loans shall be made as Base Rate Loans unless, outside of a suspension period pursuant to Section 2.15, the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Each Borrowing of Revolving Loans shall be in an aggregate amount that is an integral multiple of $100,000.

(b) Notice to Each Lender. The Administrative Agent shall give to each Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, prompt notice of the applicable interest rate. Each Lender shall, before 12:00 p.m. on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.11, such Lender’s Pro Rata Share of such proposed Borrowing. Upon fulfillment or due waiver (i) on the Closing Date, of the applicable conditions set forth in Section 3.1 and (ii) any time after (but not including) the Closing Date, of the applicable conditions set forth in Section 3.2, the Administrative Agent shall make such funds available to the Borrower.

(c) Non-Funding Lenders.

(i) Unless the Administrative Agent shall have received notice from any Lender prior to the date such Lender is required to make any payment hereunder with respect to any Loan or any participation in any Swing Loan or Letter of Credit that such Lender will not make such payment (or any portion thereof) available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such payment available to the Administrative Agent on the date such payment is required to be made in accordance with this Article 2 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount; provided that nothing herein or in any other Loan Document shall be deemed to require the Administrative Agent to advance funds on behalf of any Lender. The Borrower agrees to repay to the Administrative Agent on demand such amount (until repaid by such Lender) with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the interest rate applicable to the Obligation that would have been created when the Administrative Agent made available such amount to the Borrower had such Lender made a corresponding payment available; provided, however, that such payment shall not relieve such Lender of any obligation it may have to the Borrower, the Swingline Lender or any L/C Issuer. The failure of a Non-Funding Lender to make any Revolving Loan, to fund any purchase of any participation to be made or funded by it or to make any other payment required to be made by it under the Loan Documents, in each case on the date specified therefore, shall not relieve any other Lender of its obligations to make such loan, fund the purchase of such participation or make any other such payment under any Loan Document on such date, but neither the Administrative Agent nor, other than as expressly set forth herein, any Lender shall be responsible for the failure of any Non-Funding Lender to make a Loan, fund the purchase of a participation or make any other payment required under any Loan Document.

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(ii) Reallocation. If any Revolving Credit Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s L/C Obligations (unless such Lender is the L/C Issuer that Issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, (A) at the Administrative Agent’s election at any time or upon any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to the Administrative Agent (whether before or after the occurrence of any Default or Event of Default) or (B) upon the Borrower’s written request delivered to the Administrative Agent if no Event of Default has occurred and is continuing, be reallocated to and assumed by the Revolving Credit Lenders that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Pro Rata Share of the Revolving Credit Commitment (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Revolving Credit Lender’s Pro Rata Share had been increased proportionately), provided that no Revolving Credit Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its outstanding Revolving Loans, outstanding L/C Obligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its Revolving Credit Commitment.

(iii) Voting Rights. Notwithstanding anything herein to the contrary, including Section 11.1, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” or a “Revolving Lender” (or be, or have its Loans or Commitments, included in the determination of “Required Lenders,” “Required Revolving Credit Lenders” or “Lenders directly affected” pursuant to Section 11.1) for any voting or consent rights under or with respect to any Loan Document; provided that (A) the Commitment of a Non-Funding Lender may not be increased, extended or reinstated, (B) the principal of a Non-Funding Lender’s Loans may not be reduced or forgiven and (C) the interest rate applicable to Obligations owing to a Non-Funding Lender may not be reduced, in each case without the consent of such Non-Funding Lender. For the purposes of determining Required Lenders and Required Revolving Credit Lenders, the Loans and Commitments held by Non-Funding Lenders shall be excluded from the total Loans and Commitments outstanding.

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(iv) Borrower Payments to a Non-Funding Lender. The Administrative Agent shall be entitled to hold, in a non-interest bearing account, all payments received by the Administrative Agent for the benefit of any Non-Funding Lender pursuant to this Agreement as cash collateral. The Administrative Agent is hereby authorized to use such cash collateral to pay in full the Aggregate Excess Funding Amount to the appropriate Secured Parties, and then, to hold as cash collateral the amount of such Non-Funding Lender’s pro rata share, without giving effect to any reallocation pursuant to Section 2.2(c)(ii), of all L/C Obligations until the Obligations are paid in full in cash, all L/C Obligations have been discharged or cash collateralized and all Commitments have been terminated. Upon any such unfunded obligations owing by a Non-Funding Lender becoming due and payable, the Administrative Agent shall be authorized to use such cash collateral to make such payment on behalf of such Non-Funding Lender. With respect to such Non-Funding Lender’s failure to fund Revolving Loans or purchase participations in Letters of Credit or L/C Obligations, any amounts applied by the Administrative Agent to satisfy such funding shortfalls shall be deemed to constitute a Revolving Loan or amount of the participation required to be funded and, if necessary to effectuate the foregoing, the other Revolving Credit Lenders shall be deemed to have sold, and such Non-Funding Lender shall be deemed to have purchased, Revolving Loans or Letter of Credit participation interests from the other Revolving Credit Lenders until such time as the aggregate amount of the Revolving Loans and participations in Letters of Credit and L/C Obligations are held by the Revolving Credit Lenders in accordance with their Pro Rata Shares of the Revolving Credit Commitment. Any amounts owing by a Non-Funding Lender to the Administrative Agent which are not paid when due shall accrue interest at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans. In the event that the Administrative Agent is holding cash collateral of a Non-Funding Lender that cures pursuant to clause (iv) below or ceases to be a Non-Funding Lender pursuant to the definition of Non-Funding Lender, the Administrative Agent shall return the unused portion of such cash collateral to such Lender. The “Aggregate Excess Funding Amount” of a Non-Funding Lender shall be the aggregate amount of (A) all unpaid obligations owing by such Lender to the Administrative Agent, L/C Issuers, Swingline Lender, and other Lenders under the Loan Documents, including such Lender’s pro rata share of all Revolving Loans, L/C Obligations, Swing Loans, plus, without duplication, (B) all amounts of such Non-Funding Lender’s L/C Obligations and reimbursement Obligations with respect to Swing Loans reallocated to other Lenders pursuant to Section 2.2(c)(ii).

(v) Cure. A Lender may cure its status as a Non-Funding Lender under clause (a) of the definition of Non-Funding Lender if such Lender fully pays to the Administrative Agent, on behalf of the applicable Secured Parties, the Aggregate Excess Funding Amount, plus all interest due thereon. Any such cure shall not relieve any Lender from liability for breaching its contractual obligations hereunder.

(vi) Fees. A Lender that is a Non-Funding Lender pursuant to clause (a) of the definition of Non-Funding Lender shall not earn and shall not be entitled to receive, and the Borrower shall not be required to pay, such Lender’s portion of the Unused Commitment Fee during the time such Lender is a Non-Funding Lender pursuant to clause (a) thereof. In the event that any reallocation of L/C Obligations occurs pursuant to Section 2.2(c)(ii)), during the period of time that such reallocation remains in effect, the Letter of Credit Fee payable with respect to such reallocated portion shall be payable to (A) all Revolving Credit Lenders based on their pro rata share of such reallocation or (B) to the L/C Issuer for any remaining portion not reallocated to any other Revolving Credit Lenders.

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Section 2.3 Swing Loans. (a) Availability. On the terms and subject to the conditions contained in this Agreement, the Swingline Lender shall make loans in Dollars (each a “Swing Loan”) available to the Borrower under the Revolving Credit Facility from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided, however, that the Swingline Lender may not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Revolving Credit Commitments and (y) in the period commencing on the first Business Day after it receives notice from the Administrative Agent or the Required Revolving Credit Lenders that one or more of the conditions precedent contained in Section 3.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 3.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid in full on the earliest of (i) the funding date of any Borrowing of Revolving Loans and (ii) the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a).

(b) Borrowing Procedures. In order to request a Swing Loan, the Borrower shall give to the Administrative Agent a notice to be received not later than 12:00 p.m. on the day of the proposed borrowing, which may be made in a writing substantially in the form of Exhibit D duly completed (a “Swingline Request”) or by telephone if confirmed promptly but, in any event, prior to such borrowing, with such a Swingline Request. In addition, if any Notice of Borrowing requests a Borrowing of Base Rate Loans, the Swing Line Lender may, notwithstanding anything else to the contrary in Section 2.2, make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. The Administrative Agent shall promptly notify the Swingline Lender of the details of the requested Swing Loan. Upon receipt of such notice and subject to the terms of this Agreement, the Swingline Lender shall make a Swing Loan available to the Borrower by making the proceeds thereof available to the Administrative Agent and, in turn, the Administrative Agent shall make such proceeds available to the Borrower on the date set forth in the relevant Swingline Request.

(c) Refinancing Swing Loans. The Swingline Lender may at any time forward a demand to the Administrative Agent (which the Administrative Agent shall, upon receipt, forward to each Revolving Credit Lender) that each Revolving Credit Lender pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Credit Lender’s Pro Rata Share of all or a portion of the outstanding Swing Loans (as such amounts may be increased pursuant to Section 2.2 (c)(ii)). Each Revolving Credit Lender shall pay such Pro Rata Share to the Administrative Agent for the account of the Swingline Lender. Upon receipt by the Administrative Agent of such payment (other than during the continuation of any Event of Default under Section 9.1(e)), such Revolving Credit Lender shall be deemed to have made a Revolving Loan to the Borrower, which, upon receipt of such payment by the Swingline Lender from the Administrative Agent, the Borrower shall be deemed to have used in whole to refinance such Swing Loan. In addition, regardless of whether any such demand is made, upon the occurrence of any Event of Default under Section 9.1(e), each Revolving Credit Lender shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in each Swing Loan in an amount equal to such Lender’s Pro Rata Share of such Swing Loan. If any payment made by any Revolving Credit Lender as a result of any such demand is not deemed a Revolving Loan, such payment shall be deemed a funding by such Lender of such participation. Such participation shall not be otherwise required to be funded. Upon receipt by the Swingline Lender of any payment from any Revolving Credit Lender pursuant to this clause (c) with respect to any portion of any Swing Loan, the Swingline Lender shall promptly pay over to such Revolving Credit Lender all payments of principal (to the extent received after such payment by such Lender) and interest (to the extent accrued with respect to periods after such payment) received by the Swingline Lender with respect to such portion.

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(d) Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pursuant to clause (c) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Swing Loan Lender, any other Secured Party or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 to be satisfied or the failure of the Borrower to deliver any notice set forth in Section 2.2(a) (each of which requirements the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Loan Party.

(e) Extensions. If the Maturity Date shall have occurred in respect of any tranche of Revolving Credit Commitments (such Maturity Date, the “Earlier Revolving Commitment Maturity Date”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer Maturity Date, then, on such Earlier Revolving Commitment Maturity Date, all then outstanding Swing Loans shall be repaid in full (and there shall be no adjustment to the participations in such Swing Loans as a result of the occurrence of such Earlier Revolving Maturity Date); provided, however, that if on the occurrence of such Earlier Revolving Commitment Maturity Date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.4(h)), there shall exist sufficient unutilized Extending Revolving Credit Commitments so that the respective outstanding Swing Loans could be incurred pursuant to such Extended Revolving Credit Commitments which will remain in effect after the occurrence of such Earlier Revolving Commitment Maturity Date, then there shall be an automatic adjustment on such date of the risk participations of each Revolving Credit Lender that is an Extending Revolving Credit Lender and such outstanding Swing Loans shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments and such Swing Loans shall not be so required to be repaid in full on such Earlier Revolving Commitment Maturity Date.

(f) Non-Funding Lenders; Impacted Lenders. Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, the Swingline Lender shall not be obligated to make any Swing Loan unless (i) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 2.18 or Section 11.2, (ii) the reimbursement obligations with respect to Swing Loans of such Non-Funding Lender or Impacted Lender have been cash collateralized, (iii) the Revolving Credit Commitments of the other Revolving Credit Lenders have been increased by an amount sufficient to satisfy the Administrative Agent that all future reimbursement obligations with respect to Swing Loans will be covered by all Revolving Credit Lenders that are not Non-Funding Lenders or Impacted Lenders, or (iv) the reimbursement obligations with respect to Swing Loans of such Non-Funding Lender or Impacted Lender have been reallocated to other Revolving Credit Lenders in a manner consistent with Section 2.2(c)(ii).

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Section 2.4 Letters of Credit. (a) Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Group Member), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Closing Date through the earlier of the Revolving Credit Termination Date and 7 days prior to the Scheduled Revolving Credit Termination Date; provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance:

(i) (A) the aggregate Revolving Credit Outstandings would exceed the aggregate Revolving Credit Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit;

(ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of Issuance thereof or (C) is later than 7 days prior to the Scheduled Revolving Credit Termination Date; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; provided, further, however, that any Letter of Credit may have an expiration date beyond the date set forth in clause (C) to the extent such Letter of Credit is cash collateralized in a manner acceptable to the L/C Issuer in its sole discretion (provided that cash collateralization of 105% of the face amount shall be deemed to be an acceptable amount of cash collateral); or

(iii) (A) any fee due in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not reasonably acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is Issued for the account of any other Group Member, such Group Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”).

Furthermore, GE Capital as an L/C Issuer may elect only to Issue Letters of Credit in its own name and may only Issue Letters of Credit to the extent permitted by Requirements of Law, and such Letters of Credit may not be acceptable by certain beneficiaries such as insurance companies. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Credit Lenders that any condition precedent contained in Section 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (i) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 2.18 or Section 11.2, (ii) the L/C Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized, (iii) the Revolving Credit Commitments of the other Revolving Credit Lenders have been increased by an amount sufficient to satisfy the Administrative Agent that all future L/C Obligations will be covered by all Revolving Credit Lenders that are not Non-Funding Lenders or Impacted Lenders, or (iv) the L/C Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Revolving Credit Lenders in a manner consistent with Section 2.2(c)(ii).

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(b) Notice of Issuance. The Borrower shall give the relevant L/C Issuer and the Administrative Agent a notice of any requested Issuance of any Letter of Credit, which shall be effective only if received by such L/C Issuer and the Administrative Agent not later than 12:00 p.m. on the third Business Day prior to the date of such requested Issuance (or such shorter period as may be agreed by the L/C Issuer). Such notice may be made in a writing substantially the form of Exhibit E duly completed or in a writing in any other form acceptable to such L/C Issuer (an “L/C Request”) or by telephone if confirmed promptly, but in any event within one Business Day and prior to such Issuance, with such an L/C Request.

(c) Reporting Obligations of L/C Issuers. Each L/C Issuer agrees to provide the Administrative Agent (which, after receipt, the Administrative Agent shall provide to each Revolving Credit Lender), in form and substance reasonably satisfactory to the Administrative Agent, each of the following on the following dates: (i) on or prior to (A) any Issuance of any Letter of Credit by such L/C Issuer, (B) any drawing under any such Letter of Credit or (C) any payment (or failure to pay when due) by the Borrower of any related L/C Reimbursement Obligation, notice thereof, which shall contain a reasonably detailed description of such Issuance, drawing or payment, (ii) upon the request of the Administrative Agent (or any Revolving Credit Lender through the Administrative Agent), copies of any Letter of Credit Issued by such L/C Issuer and any related L/C Reimbursement Agreement and such other documents and information as may reasonably be requested by the Administrative Agent and (iii) on the first Business Day of each calendar week, a schedule of the Letters of Credit Issued by such L/C Issuer, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the L/C Obligations for such Letters of Credit outstanding on the last Business Day of the previous calendar week.

(d) Acquisition of Participations. Upon any Issuance of a Letter of Credit in accordance with the terms of this Agreement resulting in any increase in the L/C Obligations, each Revolving Credit Lender shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in such Letter of Credit and the related L/C Obligations in an amount equal to such Lender’s Pro Rata Share of such L/C Obligations.

(e) Reimbursement Obligations of the Borrower. The Borrower agrees to pay to the L/C Issuer of any Letter of Credit, or to the Administrative Agent for the benefit of such L/C Issuer, each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrower receives notice from such L/C Issuer or from the Administrative Agent that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (i) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid by the Borrower as provided in this clause (e) (or any such payment by the Borrower is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Administrative Agent of such failure (and, upon receipt of such notice, the Administrative Agent shall forward a copy to each Revolving Credit Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrower with interest thereon computed (i) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (ii) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans.

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(f) Reimbursement Obligations of the Revolving Credit Lenders. Upon receipt of the notice described in clause (e) above from the Administrative Agent, each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share of such L/C Reimbursement Obligation (as such amount may be increased pursuant to Section 2.2(c)(ii)). By making such payment (other than during the continuation of an Event of Default under Section 9.1(e)), such Lender shall be deemed to have made a Revolving Loan to the Borrower, which, upon receipt thereof by the Administrative Agent, for the benefit of such L/C Issuer, the Borrower shall be deemed to have used in whole to repay such L/C Reimbursement Obligation. Any such payment that is not deemed a Revolving Loan shall be deemed a funding by such Lender of its participation in the applicable Letter of Credit and the related L/C Obligations. Such participation shall not otherwise be required to be funded. Following receipt by any L/C Issuer of any payment from any Lender pursuant to this clause (f) with respect to any portion of any L/C Reimbursement Obligation, such L/C Issuer shall promptly pay to the Administrative Agent, for the benefit of such Lender, all amounts received by such L/C Issuer (or to the extent such amount shall have been received by the Administrative Agent for the benefit of such L/C Issuer, the Administrative Agent shall promptly pay to such Lender all amounts received by the Administrative Agent for the benefit of such L/C Issuer) with respect to such portion.

(g) Obligations Absolute. The obligations of the Borrower and the Revolving Credit Lenders pursuant to clauses (d), (e) and (f) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (i) (A) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (B) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (C) any loss or delay, including in the transmission of any document, (ii) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Group Member) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (iii) in the case of the obligations of any Revolving Credit Lender, (A) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Credit Lenders hereby irrevocably waive) or (B) any adverse change in the condition (financial or otherwise) of any Loan Party and (iv) any other act or omission to act or delay of any kind of any Secured Party or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.4, constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Credit Lender hereunder.

(h) Extensions. If the Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Credit Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.4(e)) under (and ratably participated in by Revolving Credit Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 9.3. Except to the extent of reallocations of participations pursuant to clause (i) of the immediately preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Credit Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Credit Lenders in any Letter of Credit issued before such Maturity Date.

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Section 2.5 Reduction and Termination of the Commitments. (a) Optional. The Borrower may, upon notice to the Administrative Agent, terminate in whole or reduce in part ratably any unused portion of the Revolving Credit Commitments; provided, however, that each partial reduction shall be in an aggregate amount that is an integral multiple of $1,000,000.

(b) Mandatory. All outstanding Term Loan Commitments (other than any Incremental Term Loan Commitments which shall terminate as provided in the related Incremental Term Loan Assumption Agreement, and any Term Loan commitments in respect of Credit Agreement Refinancing Indebtedness which shall terminate as provided in the Refinancing Amendment) shall terminate on the Closing Date (after giving effect to any Borrowing occurring on such date). The Revolving Credit Commitments (other than any Extended Revolving Credit Commitments, which shall terminate as provided in the related Extension Amendment) shall terminate on the applicable Scheduled Revolving Credit Termination Date.

Section 2.6 Repayment of Loans. (a) The Borrower promises to repay the entire unpaid principal amount of (i) the Revolving Loans on the Scheduled Revolving Credit Termination Date applicable thereto and (ii) except as provided in Section 2.3(e), the Swing Loans on the latest Scheduled Revolving Credit Termination Date.

(b) The Borrower promises to repay (i) the Term Loans (other than any Other Term Loans or Credit Agreement Refinancing Indebtedness comprised of Term Loans) at the dates and in the amounts set forth below (as adjusted from time to time pursuant to Section 2.19(d)) and (ii) any outstanding unpaid principal balance and all accrued and unpaid interest on any Term Loans on the Maturity Date for such Term Loans; provided, however, that to the extent specified in the applicable Extension Offer, amortization payments with respect to Extended Term Loans for periods prior to the then current Maturity Date for Extended Term Loans maybe reduced (but not increased) and amortization payments required with respect to Extended Term Loans for periods after the Maturity Date for Term Loans shall be as specified in the applicable Extension Offer:

DATE	AMOUNT
March 31, 2012	$	968,750
June 30, 2012	$	968,750
September 30, 2012	$	968,750
December 31, 2012	$	968,750
March 31, 2013	$	1,937,500
June 30, 2013	$	1,937,500
September 30, 2013	$	1,937,500
December 31, 2013	$	1,937,500
March 31, 2014	$	2,906,250
June 30, 2014	$	2,906,250
September 30, 2014	$	2,906,250
December 31, 2014	$	2,906,250
March 31, 2015	$	3,875,000
June 31, 2015	$	3,875,000
September 30, 2015	$	3,875,000
December 31, 2015	$	3,875,000
March 31, 2016	$	4,843,750
June 30, 2016	$	4,843,750
September 30, 2016	$	4,843,750

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(c) The Borrower promises to repay any Other Term Loans on the applicable Incremental Term Loan Maturity Date and on the applicable Incremental Term Loan Repayment Dates and in the amounts set forth in the applicable Incremental Term Loan Assumption Agreement. The Borrower promises to repay any Credit Agreement Refinancing Indebtedness comprised of Term Loans on the applicable Maturity Date and on the applicable repayment dates and in the amounts set forth in the applicable Refinancing Amendment.

Section 2.7 Optional Prepayments. The Borrower may prepay the outstanding principal amount of any Loan in whole or in part at any time (together with any breakage costs that may be owing pursuant to Section 2.16(a) and any amounts that may be owing pursuant to Section 2.11(c), if applicable, after giving effect to such prepayment); provided, however, that each partial prepayment that is not of the entire outstanding amount under any Facility shall be in an aggregate amount that is an integral multiple of $250,000. Any payments made to the Administrative Agent pursuant to this Section 2.7 shall be applied to the Obligations in accordance with Section 2.12(a).

Section 2.8 Mandatory Prepayments. (a) Excess Cash Flow. The Borrower shall pay or cause to be paid to the Administrative Agent, within 5 Business Days after the last date Financial Statements can be delivered pursuant to Section 6.1(c) for any Fiscal Year commencing with the first full Fiscal Year after the Closing Date (which shall be the 2012 Fiscal Year), an amount equal to (x) 75% of the Excess Cash Flow for such Fiscal Year minus (y) the sum of (1) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.7 and (2) all voluntary prepayments of Revolving Loans and Swing Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently and concurrently reduced by the amount of such payments.

(b) Equity and Debt Issuances. Upon receipt on or after the Closing Date by the Borrower or any of its Subsidiaries of Net Cash Proceeds arising from (i) a Specified Equity Contribution, the Borrower shall pay or cause to be paid to the Administrative Agent an amount equal to 100% of such Net Cash Proceeds within three Business Days after the Borrower’s receipt of such Net Cash Proceeds or (ii) the incurrence by any Loan Party or any of its Subsidiaries of Indebtedness of the type specified in clause (a) or (b) of the definition thereof (other than any such Indebtedness permitted hereunder in reliance upon Section 8.1), the Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal to 100% of such Net Cash Proceeds.

(c) Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by the Borrower or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (d) and clauses (f) through (j) of Section 8.4 to the extent resulting, in the aggregate with all other such Sales, in the receipt by any of them of Net Cash Proceeds in excess of $2,500,000 or (ii) any Property Loss Event with respect to any property of any Group Member to the extent resulting, in the aggregate with all other such Property Loss Events, in the receipt by any Group Member of Net Cash Proceeds in excess of $2,500,000, the Borrower shall pay or cause to be paid to the Administrative Agent an amount equal to 100% of such Net Cash Proceeds within three Business Days after the Borrower’s receipt of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Borrower shall not be required to make or cause such payment (x) to the extent such Net Cash Proceeds are intended to be used to make Permitted Reinvestments and (y) so long as on the date that is three Business Days after a Reinvestment Prepayment Date for such Net Cash Proceeds, the Borrower shall pay or cause to be paid to the Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds.

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(d) Excess Outstandings. On any date on which the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments, the Borrower shall pay to the Administrative Agent an amount equal to such excess.

(e) Application of Payments; Breakage Costs. Any payments made to the Administrative Agent pursuant to this Section 2.8 shall be applied to the Obligations in accordance with Section 2.12(b). Any payments made to the Administrative Agent pursuant to this Section 2.8 shall be accompanied by breakage costs that may be owing pursuant to Section 2.16(a) after giving effect to such prepayment.

Section 2.9 Interest. (a) Rate. All Loans and the outstanding amount of all other Obligations (other than pursuant to Secured Hedging Agreements and Secured Banking Services Obligations) shall bear interest, in the case of Loans, on the unpaid principal amount thereof from the date such Loans are made and, in the case of such other Obligations, from the date such other Obligations are due and payable until, in all cases, paid in full, except as otherwise provided in clause (c) below, as follows: (i) in the case of Base Rate Loans, at a rate per annum equal to the sum of the Base Rate and the Applicable Margin, each as in effect from time to time, (ii) in the case of Eurodollar Rate Loans, at a rate per annum equal to the sum of the Eurodollar Rate and the Applicable Margin, each as in effect for the applicable Interest Period, and (iii) in the case of other Obligations (other than the Letter of Credit Fee), at a rate per annum equal to the sum of the Base Rate and the Applicable Margin for Revolving Loans that are Base Rate Loans, each as in effect from time to time.

(b) Payments. Interest accrued shall be payable in arrears (i) if accrued on the principal amount of any Loan, (A) at maturity (whether by acceleration or otherwise), (B) if such Loan is a Term Loan, upon the payment or prepayment of the principal amount on which such interest has accrued and (C)(1)if such Loan is a Base Rate Loan (including a Swing Loan), on the last day of each calendar quarter commencing on the first such day following the making of such Loan, (2) if such Loan is a Eurodollar Rate Loan, on the last day of each Interest Period applicable to such Loan and, if applicable, on each date during such Interest Period occurring every 3 months from the first day of such Interest Period and (ii) if accrued on any other Obligation, on demand from and after the time such Obligation is due and payable (whether by acceleration or otherwise).

(c) Default Interest. Notwithstanding the rates of interest specified in clause (a) above or elsewhere in any Loan Document, effective immediately upon (i) the occurrence and during the continuance of any Event of Default under Section 9.1(a) or (e) or (ii) the delivery of a written notice by the Administrative Agent or the Required Lenders to the Borrower during the continuance of any Event of Default caused by a breach of a financial covenant in Article 5 or a financial reporting covenant in Sections 6.1(a), (b), (c), (d), (f), (g), (h), (i) and (j), and, in the case of clauses (i) and (ii), for as long as such Event of Default shall be continuing, the principal balance of all Obligations other than the Letter of Credit Fee (including any Obligation that bears interest by reference to the rate applicable to any other Obligation) then due and payable shall bear interest at a rate that is 2% per annum in excess of the interest rate applicable to such Obligations from time to time (or, in the event there is no applicable rate for such Obligations, 2% per annum above the rate applicable to Base Rate Loans), payable on demand or, in the absence of demand, on the date that would otherwise be applicable.

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(d) Savings Clause. Anything herein to the contrary notwithstanding, the obligations of the Borrower hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any law applicable to such Lender limiting the highest rate of interest which may be lawfully contracted for, charged or received by such Lender, and in such event the Borrower shall pay such Lender interest at the highest rate permitted by applicable law (“Maximum Lawful Rate”); provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement.

Section 2.10 Conversion and Continuation Options. (a) Option. The Borrower may elect (i) in the case of any Eurodollar Rate Loan, (A) to continue such Eurodollar Rate Loan or any portion thereof for an additional Interest Period on the last day of the Interest Period applicable thereto and (B) to convert such Eurodollar Rate Loan or any portion thereof into a Base Rate Loan at any time on any Business Day, subject to the payment of any breakage costs required by Section 2.16(a), and (ii) in the case of Base Rate Loans (other than Swing Loans), to convert such Base Rate Loans or any portion thereof into Eurodollar Rate Loans at any time on any Business Day upon 3 Business Days’ prior notice; provided, however, that, (x) for each Interest Period, the aggregate amount of Eurodollar Rate Loans having such Interest Period must be an integral multiple of $1,000,000 and (y) no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans and no continuation in whole or in part of Eurodollar Rate Loans shall be permitted at any time at which (1) an Event of Default shall be continuing and the Administrative Agent or the Required Lenders shall have determined in their sole discretion not to permit such conversions or continuations or (2) such continuation or conversion would be made during a suspension imposed by Section 2.15.

(b) Procedure. Each such election shall be made by giving the Administrative Agent at least 3 Business Days’ prior notice in substantially the form of Exhibit F (a “Notice of Conversion or Continuation”) duly completed. The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. If the Administrative Agent does not receive a timely Notice of Conversion or Continuation from the Borrower containing a permitted election to continue or convert any Eurodollar Rate Loan, then, upon the expiration of the applicable Interest Period, such Loan shall be automatically converted to a Base Rate Loan. Each partial conversion or continuation shall be allocated ratably among the Lenders in the applicable Facility in accordance with their Pro Rata Share.

Section 2.11 Fees. (a) Unused Commitment Fee. The Borrower agrees to pay to each Revolving Credit Lender a commitment fee on the actual daily amount by which the Revolving Credit Commitment of such Lender exceeds its Pro Rata Share of the sum of (i) the aggregate outstanding principal amount of Revolving Loans and (ii) the outstanding amount of the L/C Obligations for all Letters of Credit from the date hereof through the Revolving Credit Termination Date at a rate per annum equal to the Applicable Margin (the “Unused Commitment Fee”), payable in arrears (x) on the last day of each calendar quarter and (y) on the last Revolving Credit Termination Date.

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(b) Letter of Credit Fees. The Borrower agrees to pay, with respect to all Letters of Credit Issued by any L/C Issuer, (i) to the Administrative Agent or such L/C Issuer, as appropriate, certain fronting fees, documentary and processing charges as separately agreed between the Borrower and such L/C Issuer or otherwise in accordance with such L/C Issuer’s standard schedule in effect at the time of determination thereof and (ii) to the Administrative Agent, for the benefit of the Revolving Credit Lenders according to their Pro Rata Shares, a fee accruing at a rate per annum equal to the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans (the “Letter of Credit Fee”) on the maximum undrawn face amount of outstanding and undrawn Letters of Credit, payable in arrears (A) on the last day of each calendar quarter, ending after the Issuance of such Letter of Credit and (B) on the last Revolving Credit Termination Date; provided, however, that the fee payable under this clause (ii) shall be increased by 2% per annum and shall be payable, in addition to being payable on any date it is otherwise required to be paid hereunder, on demand effective immediately upon (x) the occurrence and during the continuance of any Event of Default under Section 9.1(a) or (e) or (y) the delivery of a written notice by the Administrative Agent or the Required Lenders to the Borrower during the continuance of any Event of Default caused by a breach of a financial covenant in Article 5 or a financial reporting covenant in Sections 6.1(a), (b), (c), (d), (f), (g), (h), (i) and (j), and, in the case of clauses (i) and (ii), for as long as such Event of Default shall be continuing.

(c) In the event that prior to the first anniversary of the Closing Date (i) the Borrower prepays, refinances, substitutes or replaces all or a portion of the Term Loans in connection with a Repricing Transaction, (ii) the Borrower effects any amendment of this Agreement resulting in a Repricing Transaction or (iii) a Term Loan Lender is replaced as a result of the mandatory assignment of its portion of the Term Loans pursuant to Section 2.18 following the failure of such Term Loan Lender to consent to an amendment hereof that would result in a Repricing Transaction, then the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (A) in the case of clause (i), a prepayment premium of 1.00% of the aggregate principal amount of the initial Term Loans so prepaid, refinanced, substituted or replaced, (B) in the case of clause (ii), a fee equal to 1.00% of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment that are directly adversely affected by such Repricing Transaction and (C) in the case of clause (iii), a fee equal to 1.00% of the aggregate principal amount of Term Loans of such replaced Term Loan Lender outstanding immediately prior to the applicable mandatory assignment.

(d) Additional Fees. The Borrower shall pay to the Administrative Agent and its Related Persons its reasonable and customary fees and expenses in connection with any payments made pursuant to Section 2.16(a) (Breakage Costs) and has agreed to pay the additional fees described in the Fee Letter.

Section 2.12 Application of Payments. (a) Application of Voluntary Prepayments. Unless otherwise provided in this Section 2.12 or elsewhere in any Loan Document, all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower shall be applied to repay the Obligations the Borrower designates.

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(b) Application of Mandatory Prepayments. Subject to the provisions of clause (c) below with respect to the application of payments during the continuance of an Event of Default, any payment made by the Borrower to the Administrative Agent (i) pursuant to Section 2.8 or any other prepayment of the Obligations required to be applied in accordance with this clause (b) other than in respect of any payment required pursuant to Section 2.8(a) shall be applied first, to repay the outstanding principal balance of the Term Loans and the Other Term Loans in direct order of maturity to the next four scheduled amortization payments and thereafter ratably to the remaining installments of the Term Loans and Other Term Loans, second, to repay the outstanding principal balance of the Revolving Loans and the Swing Loans (which shall not effect a permanent reduction in the Revolving Credit Facility), third, to provide cash collateral to the extent and in the manner in Section 9.3, fourth, if all the Obligations have been paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted expense reimbursement obligations) and all Commitments hereunder have been terminated and subject to the Intercreditor Agreement, to repay the outstanding principal balance under the Second Lien Credit Agreement in accordance with the terms of the Second Lien Loan Documents and, then, with any excess to be distributed to the Borrower and (ii) pursuant to Section 2.8(a) shall be applied first, to repay the outstanding principal balance of the Term Loans and the Other Term Loans ratably to the remaining installments of the Term Loans and Other Term Loans, second, to repay the outstanding principal balance of the Revolving Loans and the Swing Loans (which shall not effect a permanent reduction in the Revolving Credit Facility), third, to provide cash collateral to the extent and in the manner in Section 9.3, fourth, if all the Obligations have been paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted expense reimbursement obligations) and all Commitments hereunder have been terminated and subject to the Intercreditor Agreement, to repay the outstanding principal balance under the Second Lien Credit Agreement in accordance with the terms of the Second Lien Loan Documents and, then, with any excess to be distributed to the Borrower.

(c) Application of Payments During an Event of Default. The Borrower hereby irrevocably waives, and agrees to cause each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C Issuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.3 and to pay any Obligations under any Secured Hedging Agreement and any Secured Banking Services Obligations, (v) fifth, to the ratable payment of all other Obligations and (vi) sixth, to the Borrower or such other Person entitled thereto under applicable law.

(d) Application of Payments Generally. All payments that would otherwise be allocated to the Revolving Credit Lenders pursuant to this Section 2.12 shall instead be allocated first, to repay interest on Swing Loans, on any portion of the Revolving Loans that the Administrative Agent may have advanced on behalf of any Lender and on any L/C Reimbursement Obligation, in each case for which the Administrative Agent or, as the case may be, the L/C Issuer has not then been reimbursed by such Lender or the Borrower, second to pay the outstanding principal amount of the foregoing obligations and third, to repay the Revolving Loans. All repayments (including prepayments) of any Revolving Loans or Term Loans shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. All repayments of Term Loans and Other Term Loans shall be allocated ratably among the Term Loans and the Other Term

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Loans. Except as otherwise provided in Section 2.12(a) and Section 2.12(b), all repayments of Term Loans shall be applied to reduce on a pro rata basis the remaining installments of such outstanding principal amounts of the Term Loans. All repayments of Other Term Loans shall be applied to reduce remaining installments of such outstanding principal amounts of the Other Term Loans as set forth in the applicable Incremental Term Loan Assumption Agreement. All mandatory repayments of Other Refinancing Term Loans shall be applied to reduce the remaining installments of such outstanding principal amounts of the Other Refinancing Term Loans as set forth in the applicable Refinancing Amendment. If sufficient amounts are not available to repay all outstanding Obligations described in any priority level set forth in this Section 2.12, the available amounts shall be applied, unless otherwise expressly specified herein, to such Obligations ratably based on the proportion of the Secured Parties’ interest in such Obligations. Any priority level set forth in this Section 2.12 that includes interest shall include all such interest, whether or not accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding.

Section 2.13 Payments and Computations. (a) Procedure. The Borrower shall make each payment under any Loan Document not later than 12:00 p.m. on the day when due to the Administrative Agent by wire transfer or ACH transfer (which shall be the exclusive means of payment hereunder) to the following account (or at such other account or by such other means to such other address as the Administrative Agent shall have notified the Borrower in writing within a reasonable time prior to such payment) in immediately available Dollars and without setoff or counterclaim:

ABA No. 021 001 033
Account Number 502 797 91
Deutsche Bank Trust Company Americas
Account Name: General Electric Capital Corporation
Reference: CFK1706/ Westwood One Inc.

The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the Lenders, in accordance with the application of payments set forth in Section 2.12. The Lenders shall make any payment under any Loan Document in immediately available Dollars and without setoff or counterclaim. Each Revolving Credit Lender shall make each payment for the account of any L/C Issuer or Swingline Lender required pursuant to Section 2.3 or 2.4 (A) if the notice or demand therefor was received by such Lender prior to 12:00 p.m. on any Business Day, on such Business Day and (B) otherwise, on the Business Day following such receipt. Payments received by the Administrative Agent after 12:00 p.m. may, in the Administrative Agent’s sole discretion, be deemed to be received on the next Business Day.

(b) Computations of Interests and Fees. All computations of interest and of fees shall be made by the Administrative Agent on the basis of a year of 360 days (or, in the case of Base Rate Loans the interest rate payable on which is then based on the Prime Rate (as defined in the definition of “Base Rate”), 365/366 days), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination of an interest rate or the amount of a fee hereunder shall be made by the Administrative Agent (including determinations of a Eurodollar Rate or Base Rate in accordance with the definitions of “Eurodollar Rate” and “Base Rate”, respectively) and shall be conclusive, binding and final for all purposes, absent manifest error.

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(c) Payment Dates. Notwithstanding anything to the contrary set forth herein, whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to the next succeeding Business Day without any increase in such payment as a result of additional interest or fees; provided, however, that such interest and fees shall continue accruing as a result of such extension of time. For the avoidance of doubt, the initial payments of interest and fees relating to the Obligations (other than amounts due on the Closing Date) shall be due and paid on the last day of the first month or quarter, as applicable, following entry of the Obligations onto the operations systems of the Administrative Agent (as notified to the Borrower), but in no event later than the last day of the second month or quarter, as applicable, following the Closing Date.

(d) Advancing Payments. Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender together with interest thereon (at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans under the applicable Facility) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.

Section 2.14 Evidence of Debt. (a) Records of Lenders. Each Lender shall maintain in accordance with its usual practice accounts evidencing Indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. In addition, each Lender having sold a participation in any of its Obligations or having identified an SPV as such to the Administrative Agent, acting as agent of the Borrower solely for this purpose and solely for tax purposes, shall establish and maintain at its address referred to in Section 11.11 (or at such other address as such Lender shall notify the Borrower) a record of ownership, in which such Lender shall register by book entry (A) the name and address of each such participant and SPV (and each change thereto, whether by assignment or otherwise) and (B) the rights, interest or obligation of each such participant and SPV in any Obligation, in any Commitment and in any right to receive any payment hereunder.

(b) Records of Administrative Agent. The Administrative Agent, acting as agent of the Borrower solely for tax purposes and solely with respect to the actions described in this Section 2.14, shall establish and maintain at its address referred to in Section 11.11 (or at such other address as the Administrative Agent may notify the Borrower) (A) a record of ownership (the “Register”) in which the Administrative Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of the Administrative Agent, each Lender and each L/C Issuer in the Term Loans and the Revolving Credit Outstandings, each of their obligations under this Agreement to participate in each Loan, Letter of Credit and L/C Reimbursement Obligation, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders and the L/C Issuers (and each change thereto pursuant to Section 2.18 (Substitution of Lenders) and Section 11.2 (Assignments and Participations; Binding Effect)), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, (4) for Eurodollar Rate Loans, the Interest Period applicable thereto, (5) the amount of any principal or interest due and payable or paid, (6) the amount of the L/C Reimbursement Obligations due and payable or paid and (7) any other payment received by the Administrative Agent from the Borrower and its application to the Obligations.

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(c) Registered Obligations. Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Notes evidencing such Loans and, in the case of Revolving Loans, the corresponding obligations to participate in L/C Obligations and Swing Loans) and the L/C Reimbursement Obligations are registered obligations, the right, title and interest of the Lenders and the L/C Issuers and their assignees in and to such Loans or L/C Reimbursement Obligations, as the case may be, shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 2.14 and Section 11.2 shall be construed so that the Loans and L/C Reimbursement Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any successor provisions).

(d) Prima Facie Evidence. The entries made in the Register and in the accounts maintained pursuant to clauses (a) and (b) above shall, to the extent permitted by applicable Requirements of Law, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, however, that no error in such account and no failure of any Lender or the Administrative Agent to maintain any such account shall affect the obligations of any Loan Party to repay the Loans in accordance with their terms. In addition, the Loan Parties, the Administrative Agent, the Lenders and the L/C Issuers shall treat each Person whose name is recorded in the Register as a Lender or L/C Issuer, as applicable, for all purposes of this Agreement. Information contained in the Register with respect to any Lender or any L/C Issuer shall be available for access by the Borrower, the Administrative Agent, such Lender or such L/C Issuer at any reasonable time and from time to time upon reasonable prior notice. No Lender or L/C Issuer shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender or L/C Issuer unless otherwise agreed by the Administrative Agent.

(e) Notes. Upon any Lender’s request, the Borrower shall promptly execute and deliver Notes to such Lender evidencing the Loans of such Lender in a Facility and substantially in the form of Exhibit B; provided, however, that only one Note for each Facility shall be issued to each Lender, except (i) to an existing Lender exchanging existing Notes to reflect changes in the Register relating to such Lender, in which case the new Notes delivered to such Lender shall be dated the date of the original Notes and (ii) in the case of loss, destruction or mutilation of existing Notes and similar circumstances, with respect to a lost Note, prior to the Borrower issuing a new Note, the holder of such Note shall execute an affidavit of loss therefor which shall include customary indemnity provisions acceptable to the Administrative Agent. Each Note, if issued, shall only be issued as means to evidence the right, title or interest of a Lender or a registered assignee in and to the related Loan, as set forth in the Register, and in no event shall any Note be considered a bearer instrument or obligation.

Section 2.15 Suspension of Eurodollar Rate Option. Notwithstanding any provision to the contrary in this Article 2, the following shall apply:

(a) Interest Rate Unascertainable, Inadequate or Unfair. In the event that (A) the Administrative Agent determines in good faith that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurodollar Rate is determined or (B) the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans for such Interest Period, the Administrative Agent shall promptly so notify the Borrower and the Lenders, whereupon the obligation of each Lender to make or to continue Eurodollar Rate Loans shall be suspended as provided in clause (c) below until the Administrative Agent shall notify the Borrower that the Required Lenders have determined that the circumstances causing such suspension no longer exist.

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(b) Illegality. If any Lender determines in good faith that the introduction of, or any change in or in the interpretation of, any Requirement of Law after the date of this Agreement shall make it unlawful, or any Governmental Authority shall assert that it is unlawful, for any Lender or its applicable lending office to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, the obligation of such Lender to make or to continue Eurodollar Rate Loans shall be suspended as provided in clause (c) below until such Lender shall, through the Administrative Agent, notify the Borrower that it has determined that it may lawfully make Eurodollar Rate Loans.

(c) Effect of Suspension. If the obligation of any Lender to make or to continue Eurodollar Rate Loans is suspended, (A) the obligation of such Lender to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended, (B) such Lender shall make a Base Rate Loan at any time such Lender would otherwise be obligated to make a Eurodollar Rate Loan, (C) the Borrower may revoke any pending Notice of Borrowing or Notice of Conversion or Continuation to make or continue any Eurodollar Rate Loan or to convert any Base Rate Loan into a Eurodollar Rate Loan and (D) each Eurodollar Rate Loan of such Lender shall automatically and immediately (or, in the case of any suspension pursuant to clause (a) above, on the last day of the current Interest Period thereof) be converted into a Base Rate Loan.

Section 2.16 Breakage Costs; Increased Costs; Capital Requirements. (a) Breakage Costs. The Borrower shall compensate each Lender, upon written demand from such Lender to such Borrower (with copy to the Administrative Agent), for all Liabilities (including, in each case, those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to prepare to fund, to fund or to maintain the Eurodollar Rate Loans of such Lender to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such Lender may incur (A) to the extent, for any reason other than solely by reason of such Lender being a Non-Funding Lender, a proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation or in a similar request made by telephone by the Borrower, (B) to the extent any Eurodollar Rate Loan is paid (whether through a scheduled, optional or mandatory prepayment) or converted to a Base Rate Loan (including because of Section 2.15) on a date that is not the last day of the applicable Interest Period or (C) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof. For purposes of this clause (a), each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it using a matching deposit or other borrowing in the London interbank market.

(b) Increased Costs. If at any time any Lender or L/C Issuer determines in good faith that, after the date hereof, the adoption of, or any change in or in the interpretation, application or administration of, or compliance with, any Requirement of Law (other than any imposition or increase of Eurodollar Reserve Requirements) from any Governmental Authority shall have the effect of (i) increasing the cost to such Lender of making, funding or maintaining any Eurodollar Rate Loan or to agree to do so or of participating, or agreeing to participate, in extensions of credit that are Eurodollar Rate Loans, (ii) increasing the cost to such L/C Issuer of Issuing or maintaining any Letter of Credit or of agreeing to do so or (iii) imposing any other cost to such Lender or

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L/C Issuer with respect to compliance with its obligations under any Loan Document, then, upon demand by such Lender or L/C Issuer (with copy to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender or L/C Issuer amounts sufficient to compensate such Lender or L/C Issuer for such increased cost (without duplication of increases attributable to Taxes which are addressed in Section 2.17); provided that notwithstanding anything herein to the contrary, (A) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (B) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in a Requirement of Law, regardless of the date enacted, adopted, issued or implemented. The foregoing provisions of this Section 2.16(b) shall not apply in the case of any change in any Requirement of Law or in the interpretation or application thereof or compliance by a Lender with any request or directive (whether or not having force of law) from any central bank or Governmental Authority, each in respect of Excluded Taxes.

(c) Increased Capital Requirements. If at any time any Lender or L/C Issuer determines in good faith that, after the date hereof, the adoption of, or any change in or in the interpretation, application or administration of, or compliance with, any Requirement of Law (other than any imposition or increase of Eurodollar Reserve Requirements) from any Governmental Authority regarding capital adequacy, liquidity, reserves, special deposits, compulsory loans, insurance charges against property of, deposits with or for the account of, Obligations owing to, or other credit extended or participated in by, any Lender or L/C Issuer or any similar requirement (in each case other than any imposition or increase of Eurodollar Reserve Requirements) shall have the effect of reducing the rate of return on the capital of such Lender’s or L/C Issuer (or any corporation controlling such Lender or L/C Issuer) as a consequence of its obligations under or with respect to any Loan Document or Letter of Credit to a level below that which, taking into account the capital adequacy policies of such Lender, L/C Issuer or corporation, such Lender, L/C Issuer or corporation could have achieved but for such adoption or change, then, upon demand from time to time by such Lender or L/C Issuer (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender amounts sufficient to compensate such Lender for such reduction; provided that notwithstanding anything herein to the contrary, (A) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (B) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in a Requirement of Law, regardless of the date enacted, adopted, issued or implemented.

(d) Compensation Certificate. Each demand for compensation under this Section 2.16 shall be accompanied by a certificate of the Lender or L/C Issuer delivered to the Borrower claiming such compensation and setting forth in reasonable detail the basis for such demand, setting forth the amounts to be paid hereunder, which certificate shall be conclusive, binding and final for all purposes, absent manifest error. In determining such amount, such Lender or L/C Issuer may use any reasonable averaging and attribution methods. Notwithstanding anything in this Agreement to the contrary, failure or delay on the part of any Lender or L/C Issuer to demand compensation pursuant to this Section 2.16 shall not constitute a waiver of such Lender’s or L/C Issuer’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 2.16 for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or L/C Issuer, as the case may be, notifies the Borrower of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss or other additional amounts described in this Section 2.16, and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the event giving rise to the additional cost, reduction in amounts, loss or other additional amounts described in this Section 2.16 is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

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Section 2.17 Taxes. (a) Payments Free and Clear of Taxes. Except as otherwise required by Requirements of Law, each payment by any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, “Taxes” and excluding the taxes set forth in clauses (i) — (vi) below, the “Indemnified Taxes”) other than for (i) Taxes measured by net income (including branch profits taxes) or capital and franchise taxes imposed in lieu of net income taxes, (ii) Taxes imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (iii) Taxes that are directly attributable to the failure (other than as a result of a change in any Requirement of Law) by any Secured Party to deliver the documentation required to be delivered pursuant to clause (f) below, (iv) Taxes imposed on or in respect of a payment to a Secured Party to the extent that such Tax is imposed pursuant to law in effect on the date that such Secured Party became a “Secured Party” under this Agreement in the capacity under which such Secured Party makes a claim under Section 2.17(b), except in each case to the extent such Secured Party is a direct or indirect assignee (other than pursuant to Section 2.18 (Substitution of Lenders)) of any other Secured Party that was entitled, at the time the assignment of such other Secured Party became effective, to receive additional amounts under Section 2.17(b), (v) Taxes that constitute a penalty, interest or expense that results solely from a failure of a Secured Party to pay any Taxes, within thirty (30) days of the receipt of the indemnity payment with respect thereto under Section 2.17(d), to the extent such penalty, interest or expense relates to any Taxes which it is required to pay, or (vi) Taxes resulting from FATCA (clauses (i) through (vi) collectively, “Excluded Taxes”).

(b) Gross-Up. If any Indemnified Taxes shall be required by law to be deducted from or in respect of any amount payable under any Loan Document to any Secured Party (i) such amount shall be increased as necessary to ensure that, after all required deductions for Indemnified Taxes are made (including deductions applicable to any increases to any amount under this Section 2.17), such Secured Party receives the amount it would have received had no such deductions for Indemnified Taxes been made, (ii) the relevant Loan Party shall make such deductions, (iii) the relevant Loan Party shall timely pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable Requirements of Law, and (iv) within thirty (30) days after such payment is made, the relevant Loan Party shall deliver to the Administrative Agent an original or certified copy of a receipt evidencing such payment.

(c) Other Taxes. In addition, the Borrower agrees to pay, and authorizes the Administrative Agent to pay in its name, any stamp, documentary, excise or property tax, charge or similar levy imposed by any applicable Requirement of Law or Governmental Authority and all Liabilities with respect thereto (including by reason of any delay in payment thereof), in each case arising from the execution, delivery or registration of, or otherwise with respect to, any Loan Document or any transaction contemplated therein (collectively, “Other Taxes”). The Swingline Lender may, without any need for notice, demand or consent from the Borrower, by making funds available to the Administrative Agent in the amount equal to any such payment, make a Swing Loan to the Borrower in such amount, the proceeds of which shall be used by the Administrative Agent in whole to make such payment. Within thirty (30) days after the date of any payment of Indemnified Taxes or Other Taxes by any Loan Party in respect of a Secured Party, the Borrower shall furnish to the Administrative Agent, at its address referred to in Section 11.11, the original or a certified copy of a receipt evidencing payment thereof or other evidence of payment reasonably satisfactory to the Administrative Agent.

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(d) Indemnification. The Borrower shall reimburse and indemnify, within thirty (30) days after receipt of demand therefor (with copy to the Administrative Agent), each Secured Party for all Indemnified Taxes and Other Taxes (including any Indemnified Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.17) paid by such Secured Party and any Liabilities arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted. A certificate of the Secured Party (or of the Administrative Agent on behalf of such Secured Party) claiming any compensation under this clause (d), setting forth the amounts to be paid thereunder and delivered to the Borrower with copy to the Administrative Agent, shall be conclusive, binding and final for all purposes, absent manifest error. In determining such amount, the Administrative Agent and such Secured Party may use any reasonable averaging and attribution methods.

(e) Mitigation. Any Lender claiming any additional amounts payable pursuant to this Section 2.17 shall use its reasonable efforts (consistent with its internal policies and Requirements of Law) to change the jurisdiction of its lending office if such a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender.

(f) Tax Forms. (i) Each Non-U.S. Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, currently or after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such Non-U.S. Lender Party becomes a “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (f) and (z) from time to time if requested by the Borrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two properly completed and duly executed originals of one of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a Non-U.S. Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Administrative Agent that such Non-U.S. Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Loan Parties and the Administrative Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the applicable statutory rate.

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(ii) Each U.S. Lender Party shall (A) on or prior to the date such U.S. Lender Party becomes a “U.S. Lender Party” hereunder, (B) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (f) and (D) from time to time if requested by the Borrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form.

(iii) Each Lender having sold a participation in any of its Obligations or identified an SPV as such to the Administrative Agent shall collect from such participant or SPV the documents described in this clause (f) and provide them to the Administrative Agent.

(iv) If a payment made to a Lender under this Agreement would be subject to U.S. withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.17(f)(iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g) Refunds. If a Secured Party determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section 2.17, it shall pay over such refund to such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.17 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that such Loan Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Secured Party in the event such Secured Party is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require any Secured Party to make available its Tax Returns (or any other information relating to its taxes which it deems confidential) to any Loan Party or any other Person.

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Section 2.18 Substitution of Lenders. (a) Substitution Right. In the event that any Lender in any Facility that is not the Administrative Agent or an Affiliate of the Administrative Agent (an “Affected Lender”), (i) makes a claim under clause (b) (Increased Costs) or (c) (Increased Capital Requirements) of Section 2.16, (ii) notifies the Borrower pursuant to Section 2.15(b) (Illegality) that it becomes illegal for such Lender to continue to fund or make any Eurodollar Rate Loan in such Facility, (iii) makes a claim for payment pursuant to Section 2.17(b) (Taxes), (iv) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders is obtained but that requires the consent of other Lenders in such Facility, (v) is a Non-Funding Lender or an Impacted Lender or (vi) does not agree to provide any portion of any Credit Agreement Refinancing Indebtedness being incurred pursuant to Section 2.22, the Borrower may either pay in full such Affected Lender with respect to amounts due in such Facility with the consent of the Administrative Agent or substitute for such Affected Lender in such Facility any Lender or any Affiliate or Approved Fund of any Lender or any other Person (and to the extent any such consent would be required from the Administrative Agent under Section 11.2 for an assignment of Loans to such Person, such Person shall be acceptable to the Administrative Agent, which acceptance shall not be unreasonably withheld or delayed) (in each case, a “Substitute Lender”). Notwithstanding anything herein to the contrary, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, the Administrative Agent may, but shall not be obligated to, obtain a Substitute Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three Business Days’ prior notice to such Non-Funding Lender or Impacted Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par.

(b) Procedure. To substitute such Affected Lender or pay in full the Obligations owed to such Affected Lender under such Facility as described in the first sentence of clause (a) above, the Borrower shall deliver a notice to the Administrative Agent and such Affected Lender. The effectiveness of such payment or substitution shall be subject to the delivery to the Administrative Agent by the Borrower (or, as may be applicable in the case of a substitution, by the Substitute Lender) of (i) payment for the account of such Affected Lender, of, to the extent accrued through, and outstanding on, the effective date for such payment or substitution, all Obligations owing to such Affected Lender with respect to such Facility (including those that will be owed because of such payment and all Obligations that would be owed to such Lender if it was solely a Lender in such Facility), (ii) in the case of a payment in full of the Obligations owing to such Affected Lender in the Revolving Credit Facility, payment of any amount that, after giving effect to the termination of the Commitment of such Affected Lender, is required to be paid pursuant to Section 2.8(d) (Excess Outstandings), (iii) in the case of a substitution, (A) payment of any required assignment fee set forth in Section 11.2(c), unless waived by the Administrative Agent and (B) an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent whereby the Substitute Lender shall, among other things, agree to be bound by the terms of the Loan Documents and assume the Commitment of the Affected Lender under such Facility and (iv) in the case of any Term Loan Lender that has failed to consent to an amendment hereof that would result in a Repricing Transaction, any amounts that may be owing pursuant to Section 2.11(c).

(c) Effectiveness. Upon satisfaction of the conditions set forth in clause (b) above or in the case of a substitution of a Non-Funding Lender or Impacted Lender as described in clause (a) above, the Administrative Agent shall record such substitution or payment in the Register, whereupon (i) in the case of any payment in full in any Facility, such Affected Lender’s Commitments in such Facility shall be terminated and (ii) in the case of any substitution in any Facility, (A) the Affected Lender shall sell and be relieved of, and the Substitute Lender shall purchase and assume, all rights and claims of such Affected Lender under the Loan Documents with respect to such Facility, except that the Affected Lender shall retain such rights expressly providing

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that they survive the repayment of the Obligations and the termination of the Commitments, (B) the Substitute Lender shall become a “Lender” hereunder having a Commitment in such Facility in the amount of such Affected Lender’s Commitment in such Facility and (C) the Affected Lender shall execute and deliver to the Administrative Agent an Assignment to evidence such substitution and deliver any Note in its possession (or with respect to any lost note, execute and deliver an affidavit of loss in accordance with Section 2.14(e)) to the Borrower with respect to such Facility; provided, however, that the failure of any Affected Lender to execute any such Assignment or deliver any such Note shall not render such sale and purchase (or the corresponding assignment) invalid. Each Lender agrees that if the Borrower or the Administrative Agent exercises its option hereunder to cause an assignment by such Lender as an Affected Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 11.2. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver, on behalf of such Lender as assignor, any assignment agreement or other documentation as may be required to give effect to an assignment in accordance with Section 11.2 on behalf of an Affected Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.2.

Section 2.19 Incremental Term Loans and Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Loan Lenders, each of which must be (i) an existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent (but only to the extent the Administrative Agent’s consent would be required under Section 11.2 for an assignment of Loans to such Person) (such Person in this clause (iii), an “Additional Lender”). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or such lesser amount equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than seven (7) Business Days nor more than sixty (60) days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are commitments to make additional Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”). The Borrower may, by written notice to the Administrative Agent from time to time, request additional Revolving Credit Commitments in an amount not to exceed the Additional Revolving Credit Commitment Amount from one or more Persons, each of which must be (i) an existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender, (iii) an Additional Lender or (iv) a Debt Fund Affiliate or a Non-Debt Fund Affiliate; provided, that (A) the aggregate amount of all additional Revolving Credit Commitments of Debt Fund Affiliates and Non-Debt Fund Affiliates established from and after the Closing Date pursuant to this Section 2.19 shall not exceed $7,500,000, (B) no Debt Fund Affiliate or Non-Debt Fund Affiliate shall be permitted to provide any additional Revolving Credit Commitment pursuant to this Section 2.19 if, immediately after giving effect thereto, Affiliated Lenders shall collectively constitute more than three (3) Lenders and (C) no Non-Debt Fund Affiliate shall be permitted to provide any additional Revolving Credit Commitment pursuant to this Section 2.19 if, immediately after giving effect thereto, the Affiliated Lender Condition shall not be satisfied. Such notice shall set forth (i) the amount of the additional Revolving Credit Commitments being requested (which shall be in minimum increments of $500,000 and a minimum amount of $1,000,000 or such lesser amount equal to the remaining Additional Revolving Credit Commitment Amount) and (ii) the date on which such additional Revolving Credit Commitments are requested to become effective (which shall not be less than seven (7) Business Days (or less than one

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(1) Business Day in the case of any additional Revolving Credit Commitments to be provided by Debt Fund Affiliates or Non-Debt Fund Affiliates) nor more than sixty (60) days after the date of such notice). Except in the case of any additional Revolving Credit Commitments to be provided by Debt Fund Affiliates or Non-Debt Fund Affiliates, the Borrower will first seek Additional Revolving Credit Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and, if additional commitments are needed, from additional Persons who will become Revolving Credit Lenders in connection herewith in accordance with Section 11.2 and the foregoing provisions of this Section 2.19. The Borrower and each Person providing an additional Revolving Credit Commitment shall execute and deliver to the Administrative Agent an Additional Revolving Credit Commitment Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the additional Revolving Credit Commitment of each such Person. The terms and provisions of such additional Revolving Credit Commitments and Revolving Loans made under such additional Revolving Credit Commitments shall be identical to those of the existing Revolving Credit Commitments and Revolving Loans, respectively; provided that no Debt Fund Affiliate or Non-Debt Fund Affiliate shall be permitted to receive any fees or discount in connection with any additional Revolving Credit Commitment that are not paid to Revolving Credit Lenders generally pursuant to Section 2.11 (including, without limitation, any arrangement fees, upfront fees or original issue discount).

(b) The Borrower will first seek Incremental Term Loan Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and, if additional commitments are needed, from additional banks, financial institutions and other institutional lenders who will become Incremental Term Loan Lenders in connection therewith. The Borrower and each Incremental Term Loan Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of each Incremental Term Loan Lender. Subject to the restrictions set forth in the immediately succeeding sentence, the terms and provisions of the Incremental Term Loans shall be as set forth in the Incremental Term Loan Assumption Agreement; provided that such terms shall be no more favorable to the lenders or holders providing such Incremental Term Loans than those applicable to the initial Term Loans. Without the prior written consent of the Required Lenders, (i) the final maturity date of any Other Term Loans shall be no earlier than the Maturity Date for Term Loans, (ii) the Weighted Average Life to Maturity of the Other Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Term Loans and (iii) if the All-In-Yield applicable to the Other Term Loans being considered priced at the Eurodollar Rate is more than twenty five (25) basis points higher than the corresponding All-In-Yield (calculated on the same basis) then in effect for all existing Term Loans (or all existing Revolving Loans) that are priced at the Eurodollar Rate (the amount of such excess above twenty five (25) basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for all existing Term Loans and all existing Revolving Loans shall automatically (without requiring any consent of the Lenders) be increased by the Yield Differential, effective upon the making of the Other Term Loans being considered. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement and each Additional Revolving Credit Commitment Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement or Additional Revolving Credit Commitment Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment and the Incremental Term Loans evidenced thereby or the additional Revolving Credit Commitment and additional Revolving Loans evidenced thereby, as applicable, and the Administrative Agent and the Borrower may revise this Agreement to evidence such amendments.

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(c) Notwithstanding the foregoing, no Incremental Term Loan Commitment or additional Revolving Credit Commitment shall become effective under this Section 2.19 unless (i) on the date of such effectiveness, the conditions set forth in paragraph (b) of Section 3.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, (ii) except as otherwise specified in the applicable Incremental Term Loan Assumption Agreement or Additional Revolving Credit Commitment Assumption Agreement, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 3.1, (iii) the Borrower’s Consolidated First Lien Leverage Ratio the numerator of which shall be calculated on a pro forma basis to give effect to such Incremental Term Loan Commitment and the Incremental Term Loans to be made thereunder and the application of the proceeds therefrom, and the denominator of which shall equal the Borrower’s Consolidated EBITDA for the most recently ended twelve consecutive months with respect to which financial statements have been or were required to be delivered pursuant to Section 6.1, shall not exceed the Borrower’s Consolidated First Lien Leverage Ratio as of the Closing Date; provided, that for purposes of such calculations of the Borrower’s Consolidated First Lien Leverage Ratio as of the Closing Date, any Borrowing of Revolving Loans on the Closing Date to fund additional upfront fees incurred under the provisions of the Fee Letter under the heading “Market Flex” shall be excluded from Indebtedness for purposes of such calculations, (iv) the Borrower’s Consolidated Leverage Ratio the numerator of which shall be calculated on a pro forma basis to give effect to such Incremental Term Loan Commitment and the Incremental Term Loans to be made thereunder and the application of the proceeds therefrom, and the denominator of which shall equal the Borrower’s Consolidated EBITDA for the most recently ended twelve consecutive months with respect to which financial statements have been or were required to be delivered pursuant to Section 6.1, shall not exceed the lesser of (A) the Consolidated Leverage Ratio permitted under Section 5.1 for the last day of the most recent Fiscal Quarter ending prior to such date and (B) the Borrower’s Consolidated Closing Leverage Ratio and (v) to the extent reasonably necessary to maintain the continuing priority of the Lien of the Mortgages as security for the Obligations, as determined by the Administrative Agent in its reasonable discretion (x) the applicable Loan Party party to any Mortgages shall have entered into, and delivered to the Administrative Agent, at the direction and in the sole discretion of the Administrative Agent a mortgage modification or new Mortgage in proper form for recording in the relevant jurisdiction and in a form reasonably satisfactory to the Administrative Agent, (y) the Borrower shall have caused to be delivered to the Administrative Agent for the benefit of the Secured Parties an endorsement to the title insurance policy, date down(s) or other evidence reasonably satisfactory to the Administrative Agent insuring that the priority of the Lien of the Mortgages as security for the Obligations has not changed and confirming and/or insuring that since the issuance of the title insurance policy there has been no change in the condition of title and there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the Mortgages (other than those expressly permitted by Section 8.2) and (z) the Borrower shall have delivered, at the request of the Administrative Agent, to the Administrative Agent and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of the Mortgages as security for the Obligations.

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(d) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished by requiring each outstanding Borrowing of Eurodollar Rate Term Loans to be converted into a Borrowing of Base Rate Term Loans on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Borrowing of Eurodollar Rate Term Loans on a pro rata basis. Any conversion of Eurodollar Term Loans to Base Rate Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing of Eurodollar Rate Term Loans, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Term Loan Assumption Agreement. In addition, to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.6(b) required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans and shall be further increased for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Term Loan Lenders were entitled before such recalculation. Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of each additional Revolving Credit Commitment, (i) Revolving Loans made under such additional Revolving Credit Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and (ii) the Lender providing each additional Revolving Credit Commitment shares ratably in the aggregate Pro Rata Outstandings under the Revolving Credit Facility. This Section 2.19 shall supersede any provisions in Sections 2.12, 11.1 or 11.9 to the contrary.

Section 2.20 Extension of Loans and Commitments.

(a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Term Loan Lenders of Term Loans with a like Maturity Date, all Incremental Term Loan Lenders of Incremental Term Loans with a like Maturity Date, all Lenders of Other Term Loans with a like Maturity Date, all Lenders of Other Refinancing Term Loans with a like Maturity Date, all Revolving Credit Lenders with Revolving Credit Commitments with a like Maturity Date or all Lenders with Other Refinancing Revolving Credit Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Borrower may from time to time offer to extend the maturity date for any Term Loans, Incremental Term Loans, Other Term Loans, Other Refinancing Term Loans, Revolving Credit Commitments, and/or Other Refinancing Revolving Credit Commitments and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Loans) (each, an “Extension”, and each group of Loans or Commitments, as applicable, in each case as so extended, as well as the original Loans and Commitments (in each case not so extended), being a tranche; any Extended Term Loans, Extended Incremental Term Loans or Extended Other Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:

(i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension;

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(ii) except as to interest rates, fees and final maturity (which shall, subject to the requirements of this Section 2.20, be determined by Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment, or Other Refinancing Revolving Credit Commitment of any Revolving Credit Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment, or Other Refinancing Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments or Other Refinancing Revolving Credit Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.3(e) and 2.4(h) to the extent dealing with Letters of Credit and Swing Loans which mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Letters of Credit and Swing Loans shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments, or Other Refinancing Revolving Credit Commitments in accordance with their pro rata share of the aggregate Revolving Credit Commitment, or Other Refinancing Revolving Credit Commitment (and except as provided in Sections 2.3(e) and 2.4(h), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments, or Other Refinancing Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (B) repayments required upon the Maturity Date for the non-extending Revolving Credit Commitments, or Other Refinancing Revolving Credit Commitments) and (y) at no time shall there be Revolving Credit Commitments or Other Refinancing Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates;

(iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Loan Lender (an “Extending Term Loan Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer;

(iv) the final maturity date for any Extended Term Loans shall be no earlier than the then latest Maturity Date hereunder and the amortization schedule applicable to such Extended Term Loans pursuant to Section 2.6(b) for periods prior to the applicable Maturity Date may not be increased;

(v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby;

(vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer;

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(vii) if the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof), Revolving Credit Commitments, or Other Refinancing Revolving Credit Commitments, as the case may be, in respect of which applicable Term Loan Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Term Loans, Revolving Credit Commitments, or Other Refinancing Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the applicable Term Loans, Revolving Loans, or Other Refinancing Loans, as the case may be, of the applicable Term Loan Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Loan Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer;

(viii) all documentation in respect of such Extension shall be consistent with the foregoing;

(ix) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) the conditions set forth in Section 3.2 shall be satisfied or waived (with all references in such Section to any credit event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a financial officer of the Borrower;

(x) any applicable Minimum Extension Condition (as defined below) shall be satisfied unless waived by the Borrower; and

(xi) the Minimum Tranche Amount (as defined below) shall be satisfied unless waived by the Administrative Agent.

(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.20, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.7 or 2.8 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in Borrower’s sole discretion and may be waived by Borrower) of Term Loans, Other Refinancing Term Loans or Revolving Credit Commitments, or Other Refinancing Revolving Credit Commitments (as applicable) of any or all applicable tranches be tendered and (B) no tranche of Extended Loans shall be in an amount of less than $25,000,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.20, the Administrative Agent, the L/C Issuer and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.20 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.12, 11.1 and 11.9) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.20.

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(c) Notwithstanding anything to the contrary set forth herein, no consent of any Lender, the L/C Issuer or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans, Other Refinancing Term Loans, Revolving Credit Commitments, and/or Other Refinancing Revolving Credit Commitments (or a portion thereof); provided that the consent of the L/C Issuer shall be required to effect an Extension of Revolving Credit Commitments. All Extended Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or subtranches, in each case on terms consistent with this Section 2.20. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest Maturity Date so that such maturity date is extended to the then latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).

(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.20.

(e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Section 2.21 Loan Repurchases.

(a) Subject to the terms and conditions set forth or referred to below and to Section 11.2, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to facilitate the purchase of its Term Loans by Purchasing Borrower Parties (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied or waived:

(i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 and the Auction Procedures;

(ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each Auction Notice and at the time of purchase of any Term Loans in connection with any Purchase Offer;

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(iii) the principal amount (calculated on the face amount thereof) of Term Loans that such Purchasing Borrower Party offers to purchase in any such Purchase Offer shall be no less than $2,500,000, unless another amount is agreed to by the Administrative Agent (such agreement not to be unreasonably withheld or delayed) or such lesser amount to the extent the amount of outstanding Term Loans is less than $2,500,000;

(iv) immediately after giving effect to any purchase of Term Loans by any Purchasing Borrower Party pursuant to this Section 2.21, there shall be no Revolving Credit Outstandings other than undrawn amounts of Letters of Credit;

(v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by a Purchasing Borrower Party shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold), and in no event shall any Purchasing Borrower Party be entitled to any vote hereunder in connection with such Term Loans;

(vi) no more than one Purchase Offer may be ongoing at any one time;

(vii) any Purchase Offer shall be offered to all Term Loan Lenders on a pro rata basis; and

(viii) no purchase of any Term Loans shall be made from the proceeds of any Incremental Term Loans.

(b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met (and have not been waived) at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If a Purchasing Borrower Party commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied or waived at the time of the commencement of such Purchase Offer have in fact been satisfied or waived), and if at such time of commencement such Purchasing Borrower Party reasonably believes that all required conditions set forth above which are required to be satisfied or waived at the time of the consummation of such Purchase Offer shall be satisfied or waived, then such Purchasing Borrower Party shall have no liability to any Term Loan Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by a Purchasing Borrower Party pursuant to this Section 2.21, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase, and (y) such purchases (and the payments made by such Purchasing Borrower Party (and the cancellation of the purchased Loans in the case of any Loans purchased by a Purchasing Borrower Party, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.7 or 2.8 hereof.

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(c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21 (provided that, notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.16(a), Section 2.12 and Section 11.9 will not apply (but for the avoidance of doubt, Sections 11.2(g) and 11.23 will apply) to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article 10 and Section 11.3 and Section 11.4 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

(d) This Section 2.21 shall supersede any provisions in Sections 2.12, 11.1 or 11.9 to the contrary.

Section 2.22 Refinancing Amendment. At any time after the Closing Date, the Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Commitments then outstanding under this Agreement (which for purposes of this Section 2.22 will be deemed to include any then outstanding Other Refinancing Loans, Other Refinancing Commitments, Incremental Term Loans, Incremental Term Loan Commitments, Extended Loans or Extended Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.22 shall be in an aggregate principal amount that is not less than $50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refinancing Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22. This Section 2.22 shall supersede any provisions in Sections 2.12, 11.1 or 11.9 to the contrary.

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ARTICLE 3
CONDITIONS TO LOANS AND LETTERS OF CREDIT

Section 3.1 Conditions Precedent to Initial Loans and Letters of Credit. The obligation of each Lender to make any Loan on the Closing Date and the obligation of each L/C Issuer to Issue any Letter of Credit on the Closing Date is subject to the satisfaction or due waiver of each of the following conditions precedent:

(a) Certain Documents. The Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance satisfactory to the Administrative Agent and each Lender:

(i) this Agreement duly executed by the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least three (3) Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), copies of Notes (with originals to follow promptly thereafter) in each applicable Facility conforming to the requirements set forth in Section 2.14(e);

(ii) the Guaranty and Security Agreement, duly executed by each Guarantor, together with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Administrative Agent and (B) within two (2) Business Days following the Closing Date, all certificates representing all Securities for corporations (and to the extent any limited liability company or limited partnership has “opted into” Article 8 of the UCC pursuant to Section 8-103 of the UCC, for such limited liability company or limited partnership) being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank;

(iii) the Intercreditor Agreement, duly executed by the Second Lien Agent and the Loan Parties;

(iv) Mortgages for each Material Real Property of the Loan Parties identified on Schedule 4.16, if any, (except as may be agreed to by the Administrative Agent), together with all Mortgage Supporting Documents relating thereto;

(v) duly executed favorable and customary opinions of counsel to the Loan Parties in New York and each jurisdiction of organization of any Loan Party, each addressed to the Administrative Agent, the L/C Issuers and the Lenders and addressing such customary matters as the Administrative Agent may reasonably request;

(vi) a copy of each Constituent Document of each Loan Party that is on file with the secretary of state (or other similar Governmental Authority) in the jurisdiction of its organization, certified as of a recent date by such secretary of state (or other similar Governmental Authority), together with, if applicable, certificates attesting to the good standing or existence of such Loan Party in its jurisdiction of organization;

(vii) a certificate of the secretary or other officer of each Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (vi) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; and

(viii) customary insurance certificates in form and substance satisfactory to the Administrative Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5.

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(b) Fees and Expenses. There shall have been paid to the Administrative Agent, for the account of the Administrative Agent, its Related Persons, any L/C Issuer or any Lender, as the case may be, all reasonable and documented fees and expenses, in each case due and payable under any Loan Document on or before the Closing Date, including, without limitation, all fees payable pursuant to the Fee Letter that are due and payable on the Closing Date.

(c) Closing Leverage Condition. The Consolidated Closing Leverage Ratio of the Group Members on the Closing Date after giving effect to the initial funding under this Agreement, the initial funding under the Second Lien Credit Agreement, the application of the proceeds thereof, any equity contribution made by the Sponsors, and other transactions contemplated hereby, shall not exceed 4.45:1.00.

(d) Sponsor PIK Notes. The Permitted Investors and/or other co-investors reasonably acceptable to the Lead Arrangers shall have entered into an agreement to provide up to $30,000,000 of (i) senior unsecured paid-in-kind notes in substantially the form attached hereto as Exhibit J (the “Sponsor PIK Notes”) or (ii) preferred equity (for the avoidance of doubt, in addition to the preferred equity to be issued on the Closing Date previously disclosed to the Lead Arrangers) on terms reasonably satisfactory to the Lead Arrangers (it being agreed that the terms of the preferred equity to be issued on the Closing Date and disclosed to the Lead Arrangers prior to the July 30, 2011 are acceptable), in each case, to be issued by Borrower on the Closing Date.

(e) Second Lien Credit Agreement. The Borrower shall have received simultaneously with the initial funding under this Agreement not less than $65,000,000 in gross cash proceeds from the borrowings under the Second Lien Credit Agreement. The Second Lien Credit Agreement financial covenant levels shall be set at no less than a 10% cushion relative to the corresponding financial covenant levels set forth in Sections 5.1, 5.2 and 5.3. The other terms and conditions of the Second Lien Loan Documents (including but not limited to terms and conditions relating to the interest rate, fees, amortization, maturity, lien subordination, covenants, events of default and remedies), shall be reasonably satisfactory in all respects to the Lead Arrangers (it being acknowledged that the terms described for the Second Lien Loan Documents executed simultaneously with the Commitment Letter and delivered to the Lead Arrangers prior to July 30, 2011 are satisfactory to the Lead Arrangers).

(f) Absence of Litigation. There shall be no injunction, temporary restraining order, or other legal action in effect which would prohibit the closing of the Loan Documents or any of the other Related Transactions.

(g) Acquisition. The Acquisition Agreement shall have been completed in form and substance reasonably satisfactory to the Lead Arrangers (it being understood that the version of the Acquisition Agreement and the exhibits and disclosure schedules thereto provided to and received by the Lead Arrangers at 10:36 p.m. (Pacific Daylight Time) on July 30, 2011 is satisfactory to the Lead Arrangers). All conditions precedent of any party to the Acquisition shall have been met (or waived with the consent of the Lead Arrangers, in their sole discretion) and the Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement or will be consummated concurrently with the initial funding hereunder (in each case, without any amendment, modification or waiver of any of the provisions thereof that would be materially adverse to the Lenders without the consent of the Lead Arrangers, in their sole discretion).

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(h) Evidence of Solvency. The Lead Arrangers shall have received a solvency certificate from the chief executive officer, president or chief financial officer of the Borrower in substantially the form attached hereto as Exhibit K.

(i) No Closing Date Material Adverse Effect. Except as (i) set forth in, in the case of Verge, the disclosure letter delivered by Verge to the Borrower and Merger Sub, simultaneously with the execution of the Acquisition Agreement (the “Verge Disclosure Letter”) or, in the case of the Borrower and Merger Sub, the disclosure letter delivered by the Borrower and Merger Sub to Verge simultaneously with the execution of the Acquisition Agreement (the “Westwood Disclosure Letter,” and each of the Verge Disclosure Letter and the Westwood Disclosure Letter, a “Disclosure Letter”), (ii) in the case of the Borrower, disclosed in the Westwood SEC Reports (as defined below) publicly filed with the Securities and Exchange Commission (the “SEC”) at least two Business Days (as defined below) prior to the execution of the Acquisition Agreement (excluding any disclosures set forth in any risk factor section in any Westwood SEC Report (as defined below), forward-looking statements contained in any Westwood SEC Report or any exhibit to any Westwood SEC Report (except, in the case of an exhibit to any Westwood SEC Report, to the extent explicitly referred to in the Acquisition Agreement for a particular purpose)), or (iii) in the case of Verge, disclosed in the Most Recent Verge Audit (as defined below) (excluding any disclosures set forth in any risk factor section in the Most Recent Verge Audit or forward-looking statements contained in the Most Recent Verge Audit), (x) with respect to Verge, except as disclosed in Section 3.19 of its Disclosure Letter, since December 31, 2010, there has not been a “Closing Date Material Adverse Effect” (as defined below) and (y) with respect to the Borrower, except as disclosed in Section 3.19 of its Disclosure Letter, since December 31, 2010, there has not been a “Closing Date Material Adverse Effect” (as defined below).

“Closing Date Material Adverse Effect” means, with respect to any party, any event, circumstance, change in or effect on such party or any of its Retained Subsidiaries (as defined below) that, individually or in the aggregate (taking into account all other such events, circumstances, changes or effects), has or would reasonably be expected to have a material adverse effect on (i) the business, assets, liabilities, financial condition or results of operations of such party and its Retained Subsidiaries, taken as a whole, or (ii) the ability of such party to perform its obligations hereunder or consummate the transactions contemplated hereby; provided, however, that none of the following, either alone or in combination, shall be considered in determining whether there has been a “Closing Date Material Adverse Effect”: any event, circumstance, change in or effect resulting from (a) any change in the operating, business, regulatory or other conditions in the industries in which such party and its Retained Subsidiaries operate; (b) general economic conditions, including changes in the credit, debt, financial or capital markets (including changes in interest or exchange rates or any default or anticipated default by the United States on its sovereign debt or other obligations), in each case, in the United States or anywhere else in the world; (c) earthquakes, floods, natural disasters or other acts of nature or force majeure events; (d) acts of war, sabotage or terrorism or military actions or similar circumstances, including from worsening of current conditions caused thereby, occurring after the date hereof; (e) any change in Laws (as defined below) or GAAP (as defined below), or the interpretation thereof; (f) the taking of any action or the consummation of any transaction, in either case required by the Acquisition Agreement, or the announcement of the transactions contemplated hereby; (g) any decline in the market price of the common stock of the Borrower (it being understood that

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the facts or occurrences giving rise to or contributing to such decline may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Closing Date Material Adverse Effect); (h) any failure, in and of itself, by such party to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period (it being understood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Closing Date Material Adverse Effect); (i) in and of itself, any statement or qualification in any auditor’s report or opinion expressing doubt or uncertainty regarding the Borrower’s ability to continue as a going concern (it being understood that the facts or occurrences giving rise to or contributing to such statement or qualification may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Closing Date Material Adverse Effect); or (j) any matter to the extent specifically described in such party’s Disclosure Letter; provided that the exceptions in clauses (a), (b), (c), (d) and (e) shall only be taken into account if such party is not adversely affected in a disproportionate manner relative to other participants in the industry in which such party primarily operates.

In addition, for purposes of this Section 3.1(i), (i) “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in the City of Wilmington, Delaware are authorized or required by applicable Law (as defined below) or executive order to remain closed, (ii) “Delivered” means that the applicable document has been, in the case of the Borrower, posted in the Borrower data room on the Intralinks website, delivered to Verge electronically or filed as an exhibit in the Westwood SEC Reports publicly filed with the SEC or, in the case of Verge, posted in Verge’s data room on the Merrill Datasite website or delivered to the Borrower electronically, in each case on or prior to the date of execution of the Acquisition Agreement, (iii) “GAAP” means, with respect to any party, generally accepted accounting principles in the United States of America, as in effect from time to time, and, when used in reference to unaudited financial statements, including the unaudited consolidated balance sheet of Verge and its consolidated Subsidiaries (as defined below) as of March 31, 2011, and the related unaudited consolidated statements of income and cash flows for the fiscal year or the three-month period, respectively, then ended and the unaudited interim consolidated financial statements of the Borrower, shall include exceptions for (a) normal recurring year-end adjustments, the effect of which are not, individually or in the aggregate, material to the business or operations of such party and its Retained Subsidiaries, and (b) lack of accompanying footnotes, (iv) “Law” means any federal, national, supranational, foreign, state, provincial, municipal, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law), (v) “Most Recent Verge Audit” means Verge’s audited financial statements for the year ended December 31, 2010, as Delivered to the Borrower by Verge prior to the date of the Acquisition Agreement, (vi) “Retained Subsidiaries” means (a) with respect to the Borrower, the Subsidiaries of the Borrower other than Metro Networks, Inc., a Delaware corporation, SmartRoute Systems, Inc., a Delaware corporation, TLAC, Inc., a Delaware corporation, and the Subsidiaries of the foregoing, and (b) with respect to Verge, the Subsidiaries of Verge, in each case, for the avoidance of doubt, other than Triton Media Group, LLC, Triton Digital, Inc. and the Subsidiaries of Triton Digital, Inc, (vii) “Subsidiary” means, with respect to any person, any corporation, partnership, association or other business entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that person or one or more of the other Subsidiaries of that person or a combination thereof, or (b) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that person or a combination thereof and (viii) “Westwood SEC Reports” means all required forms, reports, statements, schedules, registration statements and other documents required to be filed or furnished by the Borrower and its Subsidiaries with or to the SEC since January 1, 2009 (together with any other forms, reports, statements, schedules, registration statements, prospectuses, proxy statements and other documents filed with or furnished to the SEC subsequent to the date hereof).

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(j) Specified Representations. The accuracy, in all material respects, of the Specified Representations and the Specified Acquisition Agreement Representations.

(k) Request. The Administrative Agent (and, in the case of any Issuance, the relevant L/C Issuer) shall have received, to the extent required by Article 2, a written, timely and duly executed and completed Notice of Borrowing, Swingline Request or, as the case may be, L/C Request.

(l) Officer’s Certificate. The Lead Arrangers shall have received a certificate of a Responsible Officer of the Borrower certifying as to the matters set forth in items (c), (f), (g) (limited to the second sentence thereof), (i) and (j) above.

Section 3.2 Conditions Precedent to Each Loan Made and Letter of Credit Issued After the Closing Date. The obligation of each Lender on any date (other than the Closing Date) to make any Loan and of each L/C Issuer on any date (other than the Closing Date) to Issue any Letter of Credit is subject to the satisfaction of each of the following conditions precedent:

(a) Request. The Administrative Agent (and, in the case of any Issuance, the relevant L/C Issuer) shall have received, to the extent required by Article 2, a written, timely and duly executed and completed Notice of Borrowing, Swingline Request or, as the case may be, L/C Request.

(b) Representations and Warranties; No Defaults. The following statements shall be true on such date, both immediately before and immediately after giving effect to such Loan or, as applicable, such Issuance: (i) the representations and warranties set forth in any Loan Document shall be true and correct in all material respects (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect”) on and as of such date or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect) and (ii) no Default shall be continuing.

The representations and warranties set forth in any Notice of Borrowing, Swingline Request or L/C Request (or any certificate delivered in connection therewith) shall be deemed to be made on and as of the date (except on the Closing Date) of the relevant Loan or Issuance and the acceptance of the proceeds thereof or of the delivery of the relevant Letter of Credit.

Section 3.3 Determinations of Initial Borrowing Conditions. For purposes of determining compliance with the conditions specified in Section 3.1, each Lender shall be deemed to be satisfied with each document and each other matter required to be satisfactory to such Lender unless, prior to the Closing Date, the Administrative Agent receives written notice from such Lender specifying such Lender’s objections and such Lender has not made available its Pro Rata Share of any Borrowing scheduled to be made on the Closing Date. The making of the initial extensions of credit (including the Loans made and the Letters of Credit Issued) by the Lenders and the L/C Issuers being conclusively deemed to be the satisfaction or waiver of all of the conditions precedent in Section 3.1.

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ARTICLE 4
REPRESENTATIONS AND WARRANTIES

To induce the Lenders, the L/C Issuers and the Administrative Agent to enter into the Loan Documents, the Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) represents and warrants to each of them each of the following on and as of the Closing Date and each date applicable pursuant to Section 3.2:

Section 4.1 Corporate Existence; Compliance with Law. Each Group Member (a) is duly organized and validly existing under the laws of the jurisdiction of its organization, (b) is in good standing (if applicable) under the laws of the jurisdiction of its organization, (c) is duly qualified to do business as a foreign entity and in good standing (if applicable) under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not, in the aggregate, have a Material Adverse Effect, (d) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its property, to lease or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (e) is in compliance with its Constituent Documents, (f) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not have a Material Adverse Effect and (g) has all necessary Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, lease, sublease, operation, occupation or conduct of business, except where the failure to obtain such Permits, make such filings or give such notices would not, in the aggregate, have a Material Adverse Effect.

Section 4.2 Loan and Related Documents. (a) Power and Authority. The execution, delivery and performance by each Loan Party of the Loan Documents and the other Related Documents to which it is a party and the consummation of the Related Transactions and other transactions contemplated therein (i) are within such Loan Party’s corporate or similar powers and, at the time of execution thereof, have been duly authorized by all necessary corporate and similar action (including, if applicable, consent of holders of its Securities), (ii) do not (A) contravene such Loan Party’s Constituent Documents, (B) violate any applicable Requirement of Law, (C) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material Contractual Obligation of any Loan Party or any of its Subsidiaries (including the Loan Documents and the other Related Documents) other than those that would not, in the aggregate, have a Material Adverse Effect and are not created or caused by, or a conflict, breach, default or termination or acceleration event under, any Loan Document or (D) result in the imposition of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of its Subsidiaries and (iii) do not require any Permit of, or filing with, any Governmental Authority or any consent of, or notice to, any Person, other than (A) with respect to the Loan Documents and the Second Lien Loan Documents, the filings required to perfect the Liens created by the Loan Documents and the Second Lien Loan Documents, (B) those listed on Schedule 4.2 and that have been, or will be prior to the Closing Date, obtained or made, copies of which have been, or will be prior to the Closing Date, delivered to the Administrative Agent, and each of which on the Closing Date will be in full force and effect and (C) those that, if not obtained, would not, in the aggregate, have a Material Adverse Effect.

(b) Due Execution and Delivery. From and after its delivery to the Administrative Agent, each Loan Document and other Related Document has been duly executed and delivered to the other parties thereto by each Loan Party party thereto, is the legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in accordance with its terms.

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(c) Related Documents. As of the Closing Date, each representation and warranty in each Related Document is true and correct in all material respects and no default, or event that, with the giving of notice or lapse of time or both, would constitute a default, has occurred thereunder. As of the Closing Date, all applicable waiting periods in connection with the Acquisition have expired or have been terminated without any action being taken by any Governmental Authority (including any requisite waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976).

(d) Senior Debt. The Obligations constitute “First Lien Obligations” under and as defined in the Intercreditor Agreement. No other Indebtedness qualifies as “First Lien Obligations” under the Intercreditor Agreement. The Obligations constitute “Senior Debt” and “Designated Senior Debt” under and as defined in the Sponsor PIK Notes.

Section 4.3 Ownership of Group Members. Set forth on Schedule 4.3 is a complete and accurate list showing, as of the Closing Date, for each Group Member and each Subsidiary of any Group Member and each Joint Venture of any of them, its jurisdiction of organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date (except for any Joint Venture) and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. All outstanding Stock of each of them has been validly issued, is fully paid and non-assessable (to the extent applicable) and, except in the case of the Borrower, is owned beneficially and of record by a Group Member free and clear of all Liens other than the security interests created by the Loan Documents, the Second Lien Loan Documents and Permitted Liens. As of the Closing Date, there are no Stock Equivalents with respect to the Stock of any Group Member (other than the Borrower) or any Subsidiary of any Group Member or any Joint Venture of any of them and, as of the Closing Date, except as set forth on Schedule 4.3, there are no Stock Equivalents with respect to the Stock of the Borrower. Except as permitted pursuant to the Loan Documents, there are no Contractual Obligations or other understandings to which any Loan Party or any Joint Venture in which a Loan Party owns an interest is a party with respect to (including any restriction on) the issuance, voting, Sale or pledge of any Stock or Stock Equivalent of any Loan Party or Joint Venture in which a Loan Party owns an interest.

Section 4.4 Financial Statements. (a) Each of (i) the audited Consolidated balance sheet of the Borrower as at December 31, 2010 and the related Consolidated statements of income, retained earnings and cash flows of the Borrower for the Fiscal Year then ended, certified by PricewaterhouseCoopers LLP, (ii) the audited Consolidated balance sheet of Excelsior as at December 31, 2010 and the related Consolidated statements of income, retained earnings and cash flows of Excelsior for the Fiscal Year then ended, certified by Ernst & Young LLP, (iii) subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the unaudited Consolidated balance sheets of the Borrower as at the end of the Fiscal Quarters ended March 31, 2011 and June 30, 2011 and the related Consolidated statements of income, retained earnings and cash flows of the Borrower for such Fiscal Quarters, (iv) subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the unaudited Consolidated balance sheets of Excelsior as at the end of the Fiscal Quarters ended March 31, 2011 and June 30, 2011 and the related Consolidated statements of income, retained earnings and cash flows of Excelsior for such Fiscal Quarters, (v) subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the unaudited Consolidated balance sheets of the Borrower as at the end of the fiscal months ended July 31, 2011 and August 31, 2011 and the related Consolidated statements of income, retained earnings and cash flows of the Borrower for such fiscal months and (vi) subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the unaudited Consolidated balance sheets of Excelsior as at the end of the fiscal months ended July 31, 2011 and August 31, 2011 and the related Consolidated statements of income, retained earnings and cash flows of Excelsior for such fiscal months, copies of each of which have been furnished to the Administrative Agent, fairly present in all material respects the Consolidated financial position, results of operations and cash flow of the Borrower or Excelsior, as applicable, as at the dates indicated and for the periods indicated in accordance with GAAP.

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(b) On the Closing Date, (i) none of the Borrower or its Subsidiaries has any material liability or other obligation (including Indebtedness, Guaranty Obligations, contingent liabilities and liabilities for taxes, long-term leases and unusual forward or long-term commitments) that is not reflected in the Financial Statements referred to in clause (a) above or in the notes thereto and not otherwise permitted by this Agreement and (ii) since the date of the unaudited Financial Statements referenced in clauses (a)(iii) and (iv) above, there has been no Sale of any material property of the Borrower and its Subsidiaries (other than the sale of Excelsior’s “digital business”) and no purchase or other acquisition of any material property other than the Acquisition.

(c) The Initial Projections have been prepared by the Borrower in light of the past operations of the business of the Borrower and its Subsidiaries and reflect projections for the five (5) year period beginning on January 1, 2011 on a quarterly basis for the first year and on a year-by-year basis thereafter. As of the Closing Date, the Initial Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes to be reasonable and fair in light of conditions and facts known to the Borrower as of the Closing Date and reflect the good faith, reasonable and fair estimates by the Borrower of the future Consolidated financial performance of the Borrower and the other information projected therein for the periods set forth therein (it being understood and agreed that financial projections are not a guarantee of financial performance and actual results may differ from financial projections and such differences may be material).

(d) (i) The unaudited Consolidated balance sheet of the Borrower (the “Pro Forma Balance Sheet”) delivered to the Administrative Agent prior to the date hereof, has been prepared as of August 31, 2011 and reflects as of such date, on a Pro Forma Basis for the Related Transactions and the other transactions contemplated herein to occur on the Closing Date, the Consolidated financial condition of the Borrower and the assumptions expressed therein are believed to be reasonable based on the information available to the Borrower at such date and on the Closing Date and (ii) the unaudited Consolidated statement of income of the Borrower (the “Pro Forma Income Statement”) delivered to the Arranger prior to the date hereof, has been prepared in respect of the most recent twelve-month period for which internal financial statements are available and reflects as of such period, on a Pro Forma Basis for the Related Transactions, the Consolidated results of operation of the Borrower, and the assumptions expressed therein are believed to be reasonable based on the information available to the Borrower at the end of such period and on the Closing Date.

Section 4.5 Material Adverse Effect. Since December 31, 2010, there have been no events, circumstances, developments or other changes in facts that would, in the aggregate, have a Material Adverse Effect.

Section 4.6 Solvency. Both immediately before and immediately after giving effect to (a) the Loans and Letters of Credit made or Issued on or prior to the date this representation and warranty is made, (b) the disbursement of the proceeds of such Loans, (c) the consummation of the Related Transactions and (d) the payment and accrual of all transaction costs in connection with the foregoing, the Loan Parties taken as a whole are Solvent.

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Section 4.7 Litigation. Except as set forth on Schedule 4.7, there are no pending (or, to the knowledge of the Borrower, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting the Borrower or any of its Subsidiaries with, by or before any Governmental Authority other than those that (a) cannot reasonably be expected to adversely affect the Obligations, the Loan Documents, the Letters of Credit, the other Related Documents, the Related Transactions and the other transactions contemplated therein or (b) would not, in the aggregate, have a Material Adverse Effect.

Section 4.8 Taxes. All federal, state, local and foreign income and franchise and other material tax returns, reports and statements (collectively, the “Tax Returns”) required to be filed by any Tax Affiliate have been filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all material taxes, charges and other impositions reflected therein or otherwise due and payable have been paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Tax Affiliate in accordance with GAAP. Except as set forth on Schedule 4.8, no income or franchise Tax Return is under audit or examination by any Governmental Authority and no notice of such an audit or examination or any assertion of any material claim for Taxes has been received from any Governmental Authority. Amounts have been withheld by each Tax Affiliate from their respective employees for all periods in material compliance with the tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities. No Tax Affiliate has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate is the common parent.

Section 4.9 Use of Proceeds; Margin Regulations. (a) The proceeds of the Loans are intended to be and shall be used solely for the purposes set forth in and permitted by Section 7.9.

(b) The Borrower is not engaged in the business of extending credit for the purpose of, and no proceeds of any Loan or other extensions of credit hereunder will be used for the purpose of, buying or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board) or extending credit to others for the purpose of purchasing or carrying any such margin stock, in each case in contravention of Regulation T, U or X of the Federal Reserve Board.

Section 4.10 No Burdensome Obligations; No Defaults. To the Borrower’s knowledge, no Group Member is a party to any Contractual Obligation, no Group Member has Constituent Documents containing obligations, and, to the knowledge of any Group Member, there are no applicable Requirements of Law, in each case the compliance with which would have, in the aggregate, a Material Adverse Effect. No Group Member (and, to the knowledge of each Group Member, no other party thereto) is in default under or with respect to any Contractual Obligation of any Group Member, other than those that would not, in the aggregate, have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

Section 4.11 Investment Company Act, Etc. No Group Member is (a) an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, (b) subject to regulation under the Federal Power Act, the Interstate Commerce Act, any state public utilities code, or any other federal or state statute, rule or regulation limiting its ability to incur Indebtedness, pledge its assets or perform its obligations under the Loan Documents; provided, however that the ability to pledge the FCC Licenses of a Group Member may be limited by the Communications Laws.

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Section 4.12 Labor Matters. As of the Closing Date, there are no strikes, work stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any Group Member, threatened) against or involving any Group Member, except, for those that would not, in the aggregate, have a Material Adverse Effect. Except as set forth on Schedule 4.12, as of the Closing Date, (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Group Member, (b) no petition for certification or election of any such representative is existing or pending with respect to any employee of any Group Member and (c) no such representative has sought certification or recognition with respect to any employee of any Group Member.

Section 4.13 ERISA. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code has received a favorable determination or opinion letter from the IRS or is in the form of a prototype plan that is the subject of a favorable opinion letter from the IRS. Except for those that would not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge of any Group Member, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Group Member incurs or otherwise has or could reasonably be expected to have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur. On the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made that would reasonably be expected to result in a Material Adverse Effect.

Section 4.14 Environmental Matters. Except as set forth on Schedule 4.14, (a) the operations of each Group Member are and since January 1, 2006 have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, other than non-compliances that, in the aggregate, would not reasonably be expected to result in Material Environmental Liabilities, (b) no Group Member is party to, and no Group Member and no real property currently (or to the knowledge of any Group Member previously) owned, leased, subleased, operated or otherwise occupied by or for any Group Member is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of any Group Member, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar notice under or pursuant to any Environmental Law other than those that, in the aggregate, would not reasonably be expected to result in Material Environmental Liabilities, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any property of any Group Member and, to the knowledge of the Borrower, no facts, circumstances or conditions exist that would reasonably be expected to result in any such Lien attaching to any such property, (d) no Group Member has caused or suffered to occur a Release of Hazardous Materials at, to or from any real property of any Group Member and each such real property is free of contamination by any Hazardous Materials except for such Release or contamination that would not reasonably be expected to result, in the aggregate, in Material Environmental Liabilities, (e) no Group Member (i) is or has been engaged in, or has permitted any current or former tenant to engage in, operations, or (ii) has received any information request or notice of potential responsibility under CERCLA or similar Environmental Laws, that, in the aggregate, would reasonably be expected to result in Material Environmental Liabilities and (f) each Group Member has made available to the Administrative Agent copies of all existing material and nonprivileged environmental reports, reviews and audits and all material and nonprivileged documents pertaining to actual or reasonably anticipated potential Environmental Liabilities, in each case to the extent such reports, reviews, audits and documents are in their possession, custody or control.

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Section 4.15 Intellectual Property. Each Group Member owns or licenses all Intellectual Property that is necessary for the operations of its business, where “necessary” means, for purposes of this Section 4.15, that failure by the applicable Group Member to own or license such Intellectual Property would result in the inability of such Group Member to operate its business in any material respect. To the knowledge of the Borrower, (a) the conduct and operations of the businesses of each Group Member does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other Person and (b) no other Person has contested any right, title or interest of any Group Member in, or relating to, any Intellectual Property, other than, in each case, as cannot reasonably be expected to affect the Loan Documents and the transactions contemplated therein and as would not, in the aggregate, have a Material Adverse Effect. To the knowledge of the Borrower, (x) there are no pending (or threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting any Group Member with respect to the Intellectual Property owned by such Group Member, (y) no judgment or order has been rendered by any competent Governmental Authority and no settlement agreement or similar Contractual Obligation has been entered into by any Group Member with respect to the Intellectual Property owned by such Group Member, and (z) there is no valid basis for any claim based on any infringement, misappropriation, dilution, violation or impairment of the Intellectual Property of any Person by any Group Member, other than, in each case, as cannot reasonably be expected to affect the Loan Documents and the transactions contemplated therein and as would not, in the aggregate, have a Material Adverse Effect.

Section 4.16 Title; Real Property. (a) Each Group Member has good and marketable fee simple title to all owned real property and valid leasehold interests in all leased real property, in each case, as of the Closing Date, and owns all personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent Financial Statements delivered by the Borrower, and none of such property is subject to any Lien except Permitted Liens.

(b) Set forth on Schedule 4.16 is, as of the Closing Date, (i) a complete and accurate list of all real property owned in fee simple by any Group Member or in which any Group Member owns a leasehold interest setting forth, for each such real property, the current street address (including, where applicable, county, state and other relevant jurisdictions), the record owner thereof and, where applicable, each lessee and sublessee thereof, (ii) any lease, sublease, license or sublicense of such real property by any Group Member and (iii) for each such Material Real Property that the Administrative Agent has requested be subject to a Mortgage or that is otherwise material to the business of any Group Member, each Contractual Obligation by any Group Member, whether contingent or otherwise, to Sell such real property.

Section 4.17 Full Disclosure. The written information concerning the Borrower and its Subsidiaries, other than the Projections (including the Initial Projections), budgets, estimates and other forward looking information and information of a general economic or general industry nature, that has been made available to any Lender by or on behalf of any Group Member in connection with any Loan Document or other Related Document (including the information contained in any Financial Statement or Disclosure Document does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made; provided, however, that projections contained therein are not to be viewed as factual and that actual results during the periods covered thereby may differ from the results set forth in such projections by a material amount. All projections that are part of such information (including those set forth in any Projections (including the Initial Projections) delivered subsequent to the Closing Date) are based upon good faith estimates and stated assumptions believed to be reasonable and fair as of the date made in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein (it being understood and agreed that financial projections are not a guarantee of financial performance and actual results may differ from financial projections and such differences may be material).

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Section 4.18 Patriot Act. No Group Member (and, to the knowledge of each Group Member, no Joint Venture or Subsidiary thereof) is in violation in any material respects of any Anti-Terrorism Law.

Section 4.19 Mortgages. As of the Closing Date, each Loan Party has executed and delivered to the Administrative Agent, Mortgages on all Material Real Property.

Section 4.20 Insurance. As of the Closing Date, the insurance maintained by the Group Members is in full force and effect. The Group Members are insured by financially sound and reputable insurers and such insurance is in amounts and covering such risks and liabilities as are in accordance with normal and prudent industry practice.

Section 4.21 Collateral Documents. The provisions of the Loan Documents purporting to grant a Lien to secure any Obligation are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on all right, title and interest of the respective Loan Parties in the Collateral described therein and, (i) when financing statements and other filings in appropriate form with respect to the Loan Parties are filed in the appropriate offices as set forth with respect to such filings identified in the appropriate schedule to the Guaranty and Security Agreement and (ii) upon the taking of possession or control by the Administrative Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Administrative Agent is required by the Loan Documents), the Liens created by the Loan Documents shall constitute fully perfected first-priority (other than Permitted Liens having priority by operation of law) Liens on, and security interests in, all right, title and interest of the grantors in the Collateral (other than such Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction or by possession or control or by filing a financing statement), in each case subject to no Liens other than Permitted Liens.

Section 4.22 Compliance with OFAC Rules and Regulations. Neither the Borrower nor any Subsidiary (a) is a Sanctioned Person, (b) has any of its assets in Sanctioned Countries or (c) derives any of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Countries. No part of the proceeds of any Loan hereunder will be used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country.

ARTICLE 5
FINANCIAL COVENANTS

The Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders, the L/C Issuers and the Administrative Agent to each of the following, as long as any Obligation (other than unasserted contingent indemnification obligations and any unasserted expense reimbursement obligations) or any Commitment remains outstanding:

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Section 5.1 Maximum Consolidated Leverage Ratio. The Borrower shall not have, on the last day of each Fiscal Quarter set forth below, a Consolidated Leverage Ratio greater than the maximum ratio set forth opposite such Fiscal Quarter:

	MAXIMUM
	CONSOLIDATED
FISCAL QUARTER ENDING	LEVERAGE RATIO
March 31, 2012	5.10 to 1
June 30, 2012	5.65 to 1
September 30, 2012	5.25 to 1
December 31, 2012	4.95 to 1
March 31, 2013	4.50 to 1
June 30, 2013	4.40 to 1
September 30, 2013	4.30 to 1
December 31, 2013	4.25 to 1
March 31, 2014	3.95 to 1
June 30, 2014	3.90 to 1
September 30, 2014	3.80 to 1
December 31, 2014	3.75 to 1
March 31, 2015	3.40 to 1
June 30, 2015	3.30 to 1
September 30, 2015	3.20 to 1
December 31, 2015	3.10 to 1
March 31, 2016	2.75 to 1
June 30, 2016	2.65 to 1
September 30, 2016	2.55 to 1
December 31, 2016	2.45 to 1

Section 5.2 Minimum Consolidated Interest Coverage Ratio. The Borrower shall not have, on the last day of each Fiscal Quarter set forth below, a Consolidated Interest Coverage Ratio for the four Fiscal Quarter period ending on such day less than the minimum ratio set forth opposite such Fiscal Quarter; provided that Consolidated Cash Interest Expense (x) for the Fiscal Quarter ending March 31, 2012, shall be calculated using Consolidated Cash Interest Expense for the Fiscal Quarter ending March 31, 2012 multiplied by four (4), (y) for the Fiscal Quarter ending June 30, 2012, shall be calculated using Consolidated Cash Interest Expense for the two fiscal quarters ending June 30, 2012 multiplied by two (2) and (z) for the Fiscal Quarter ending September 30, 2012, shall be calculated using Consolidated Cash Interest Expense for the three Fiscal Quarters ending September 30, 2012 multiplied by four-thirds (4/3):

	MINIMUM CONSOLIDATED
	INTEREST COVERAGE
FISCAL QUARTER ENDING	RATIO
March 31, 2012	2.00 to 1
June 30, 2012	1.85 to 1
September 30, 2012	1.95 to 1
December 31, 2012	2.00 to 1
March 31, 2013	2.15 to 1
June 30, 2013	2.20 to 1
September 30, 2013	2.30 to 1

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	MINIMUM CONSOLIDATED
	INTEREST COVERAGE
FISCAL QUARTER ENDING	RATIO
December 31, 2013	2.30 to 1
March 31, 2014	2.35 to 1
June 30, 2014	2.35 to 1
September 30, 2014	2.40 to 1
December 31, 2014	2.40 to 1
March 31, 2015	2.40 to 1
June 30, 2015	2.45 to 1
September 30, 2015	2.50 to 1
December 31, 2015	2.55 to 1
March 31, 2016	2.60 to 1
June 30, 2016	2.70 to 1
September 30, 2016	2.80 to 1
December 31, 2016	2.90 to 1

Section 5.3 Capital Expenditures. No Group Member shall incur, or permit to be incurred, Capital Expenditures (other than Capital Expenditures financed with the proceeds of issuances of Equity Interests of the Borrower to the extent that the Borrower has delivered written notice to the Administrative Agent within five (5) Business Days following such issuance stating that the proceeds of such issuance are to be used for such purpose) in the aggregate during each Fiscal Year set forth below in excess of the maximum amount set forth below for such Fiscal Year:

	MAXIMUM CAPITAL
FISCAL YEAR ENDING	EXPENDITURES
Fiscal Year 2012	$	4,800,000
Fiscal Year 2013	$	4,800,000
Fiscal Year 2014	$	4,800,000
Fiscal Year 2015	$	4,800,000
Fiscal Year 2016	$	4,800,000

provided, however, that, to the extent that actual Capital Expenditures incurred in any such Fiscal Year shall be less than the maximum amount set forth above for such Fiscal Year (without giving effect to the carryover permitted by this proviso), 50% of the difference between such stated maximum amount and such actual Capital Expenditures shall, in addition to any amount permitted above, be available for Capital Expenditures in the next succeeding Fiscal Year; and provided, further, that any Capital Expenditures incurred in any Fiscal Year shall be deemed to have been incurred first, in respect of amounts permitted pursuant to this Section 5.3 without giving effect to the preceding proviso and then, in respect of any amount permitted solely by reason of the preceding proviso.

ARTICLE 6
REPORTING COVENANTS

The Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders, the L/C Issuers and the Administrative Agent to each of the following, as long as any Obligation (other than unasserted contingent indemnification obligations and any unasserted expense reimbursement obligations) or any Commitment remains outstanding:

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Section 6.1 Financial Statements. The Borrower shall deliver to the Administrative Agent each of the following:

(a) Monthly Reports. With respect to the first two (2) fiscal months of each Fiscal Quarter ending after the Closing Date until the first anniversary of the Closing Date, as soon as available, and in any event within thirty (30) days after the end of each of the first two fiscal months in each Fiscal Quarter (provided, that for the first fiscal month following the Closing Date, such delivery shall be within forty five (45) days after the end of such fiscal month), the Consolidated unaudited balance sheet of the Borrower as of the close of such fiscal month and related Consolidated statements of income and cash flow for such fiscal month and that portion of the Fiscal Year ending as of the close of such fiscal month, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year, in each case certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the Consolidated financial position, results of operations and cash flow of the Borrower as at the dates indicated and for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments) and including, from the Closing Date through the twelve month anniversary of the Closing Date, a calculation of the Consolidated EBITDA for the twelve consecutive months ending as of the close of such fiscal month (including, without limitation, any detail or support for the calculation of any adjustments to Consolidated EBITDA that the Administrative Agent reasonably requests).

(b) Quarterly Reports. As soon as available, and in any event within forty five (45) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year, the Consolidated unaudited balance sheet of the Borrower as of the close of such Fiscal Quarter and related Consolidated statements of income and cash flow for such Fiscal Quarter and that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year and the figures contained in the latest Projections, in each case certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the Consolidated financial position, results of operations and cash flow of the Borrower as at the dates indicated and for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments).

(c) Annual Reports. As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year (provided, that for the first Fiscal Year following the Closing Date, such delivery shall be within 120 days after the end of such Fiscal Year), the Consolidated balance sheet of the Borrower as of the end of such year and related Consolidated statements of income, stockholders’ equity and cash flow for such Fiscal Year, each prepared in accordance with GAAP, together with a certification by the Group Members’ Accountants that such Consolidated Financial Statements fairly present in all material respects the Consolidated financial position, results of operations and cash flow of the Borrower as at the dates indicated and for the periods indicated therein in accordance with GAAP without qualification as to the scope of the audit or as to going concern and without any other similar qualification.

(d) Compliance Certificate. Together with each delivery of any Financial Statement pursuant to clause (b) or (c) above, a Compliance Certificate duly executed by a Responsible Officer of the Borrower that, among other things, (i) if delivered together with any Financial Statement pursuant to clause (c) above, shows in reasonable detail the calculations used in determining Excess Cash Flow, (ii) demonstrates compliance with each financial covenant contained in Article 5 that is tested at least on a quarterly basis in reasonable detail (including, without limitation, any detail or support for the calculation of any adjustments to Consolidated EBITDA that the Administrative Agent reasonably requests), (iii) states that no Default is continuing as of the date of delivery of such Compliance Certificate or, if a Default is continuing, states the nature thereof and the action that the Borrower proposes to take with respect thereto and (iv) in the case of the Fiscal Quarter ended December 31, 2011, includes a calculation of the Consolidated Leverage Ratio as of such day in reasonable detail (including, without limitation, any detail or support for the calculation of any adjustments to Consolidated EBITDA that the Administrative Agent reasonably requests).

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(e) Corporate Chart and Other Collateral Updates. As part of the Compliance Certificate delivered pursuant to clause (d) above, each in form and substance reasonably satisfactory to the Administrative Agent, a certificate by a Responsible Officer of the Borrower that (i) the Corporate Chart attached thereto (or the last Corporate Chart delivered pursuant to this clause (e)) is correct and complete as of the date of such Compliance Certificate, (ii) the Loan Parties have delivered all documents (including updated schedules as to locations of Collateral and acquisition of registered or material Intellectual Property or real property) they are required to deliver pursuant to any Loan Document on or prior to the date of delivery of such Compliance Certificate and (iii) complete and correct copies of all documents modifying any term of any Constituent Document of any Group Member or any Subsidiary or Joint Venture (with respect to any Joint Venture, to the extent the Borrower has a copy of such document) thereof on or prior to the date of delivery of such Compliance Certificate have been delivered to the Administrative Agent or are attached to such certificate.

(f) Additional Projections. As soon as available and in any event not later than forty five (45) days after the commencement of each Fiscal Year (or sixty (60) days in the case of the first Fiscal Year after the Closing Date), any significant revisions to (i) the annual business plan of the Group Members for the Fiscal Year next succeeding such Fiscal Year and (ii) forecasts prepared by management of the Borrower for each Fiscal Quarter in such next succeeding Fiscal Year, in each case including in such forecasts (x) a projected year-end Consolidated balance sheet, income statement and statement of cash flows, (y) a statement of all of the material assumptions on which such forecasts are based.

(g) Management Discussion and Analysis. Together with each delivery of any Financial Statement pursuant to clauses (b) or (c) above, a summary discussion and analysis of the financial condition and results of operations of the Group Members for the portion of the Fiscal Year then elapsed and discussing the reasons for any significant variations from the Projections for such period and the figures for the corresponding period in the previous Fiscal Year.

(h) Reconciliation Statements. If as a result of any change in accounting principles and policies from those used in the preparation of the first Financial Statements referred to in clause (c) above, the Financial Statements delivered pursuant to clauses (a), (b) and (c) above will differ in any material respect from the Financial Statements that would have been delivered pursuant to such clauses had no such change in accounting principles and policies been made and such difference would materially effect the calculation of the financial covenants set forth in Section 5.1 or 5.2, then together with each delivery of Financial Statements following such change, a written statement of the chief financial officer or chief executive officer of the Borrower setting forth the material differences (including any material differences that would affect any calculations relating to the financial covenants set forth in Sections 5.1 and 5.2 and a reconciliation between calculations of such covenants made before and after giving effect to such change in accounting principles and policies) which would have resulted if such Financial Statements had been prepared without giving effect to such change, all in reasonable detail and accompanied by financial statements and other documents reasonably requested by the Administrative Agent in support of such written statement, in each case until such time as any affected financial covenants in Sections 5.1 and 5.2 may be amended as contemplated by Section 1.3.

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(i) Audit Reports, Management Letters, Etc. Together with each delivery of any Financial Statement for any Fiscal Year pursuant to clause (c) above, copies of each management letter, audit report or similar letter or report received by any Group Member from any independent registered certified public accountant (including the Group Members’ Accountants) in connection with such Financial Statements or any audit thereof, each certified to be complete and correct copies by a Responsible Officer of the Borrower as part of the Compliance Certificate delivered in connection with such Financial Statements.

(j) Insurance. Together with each delivery of any Financial Statement for any Fiscal Year pursuant to clause (c) above, each in form and substance satisfactory to the Administrative Agent and certified as complete and correct by a Responsible Officer of the Borrower as part of the Compliance Certificate delivered in connection with such Financial Statements, a summary of all material insurance coverage maintained as of the date thereof by any Group Member, together with such other related documents and information as the Administrative Agent may reasonably require.

Section 6.2 Other Events. The Borrower shall give the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing via electronic mail or otherwise) (a) promptly after any Responsible Officer of the Borrower knows of it: (w)(i) any Default, (ii) any breach or non-performance of, or any default under, any Contractual Obligation of any Group Member if such breach, non-performance or default would reasonably be expected to have a Material Adverse Effect or (iii) any event that would have a Material Adverse Effect since the Closing Date, specifying, in each case, the nature and anticipated effect thereof and any action proposed to be taken in connection therewith, (x) any event resulting in a mandatory payment of the Obligations pursuant to Section 2.8 (other than Section 2.8(a)), stating the material terms and conditions of such transaction and estimating the Net Cash Proceeds thereof, (y) the commencement of, or any material developments in, (i) any action, investigation, suit, proceeding, audit, claim, demand, order or dispute between any Group Member and any Governmental Authority or (ii) any litigation or proceeding affecting any Group Member or any property of any Group Member, in each case that (A) seeks injunctive or similar relief, (B) in the reasonable judgment of the Borrower, exposes any Group Member to liability in an aggregate amount in excess of $1,000,000 or (C) if adversely determined would have a Material Adverse Effect and (z) the acquisition of any Material Real Property or the entering into any lease with annual rental payments in excess of $500,000 and (b)(x) on the Closing Date, the then effective Credit Ratings from S&P and Moody’s and (y) within five (5) Business Days after the Borrower receives notice from S&P or Moody’s of a change in any of the Credit Ratings, the revised Credit Ratings (or, if applicable, notice that a Credit Rating will no longer be received from such rating service).

Section 6.3 Copies of Notices and Reports. The Borrower shall promptly deliver to the Administrative Agent copies of each of the following: (a) all material reports that the Borrower transmits to all of its security holders, (b) all documents that any Group Member files with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., any securities exchange or any Governmental Authority exercising similar functions, (c) all press releases not made available directly to the general public, (d) all documents transmitted or received pursuant to, or in connection with, the Second Lien Loan Documents (other than fee letters) and (e) any material document transmitted or received pursuant to, or in connection with, any Contractual Obligation governing material Indebtedness of any Group Member.

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Section 6.4 Taxes. The Borrower shall give the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly after any Responsible Officer of any Group Member knows or has reason to know of it: (a) the creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending, or having the effect of extending, the period for assessment or collection of any taxes with respect to any Tax Affiliate and (b) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any adjustment under Section 481(a) of the Code, by reason of a change in accounting method or otherwise, which would have a Material Adverse Effect.

Section 6.5 Labor Matters. The Borrower shall give the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing), promptly after, and in any event within thirty (30) days after any Responsible Officer of the Borrower knows of it: (a) the commencement of any material labor dispute to which any Group Member is or may become a party, including any strikes, lockouts or other disputes relating to any of such Person’s plants and other facilities and (b) the incurrence by any Group Member of any Worker Adjustment and Retraining Notification Act or related or similar liability incurred with respect to the closing of any plant or other facility of any such Person (other than, in the case of this clause (b), those that would not, in the aggregate, have a Material Adverse Effect).

Section 6.6 ERISA Matters. The Borrower shall give the Administrative Agent (a) on or prior to any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and (b) promptly, and in any event within 10 days, after any Responsible Officer of the Borrower knows that a request for a minimum funding waiver under Section 412 of the Code has been or is reasonably expected to be filed with respect to any Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any action that any Group Member proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto.

Section 6.7 Environmental Matters. (a) The Borrower shall provide the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed by the Administrative Agent in writing) promptly after any Responsible Officer of the Borrower becomes aware of it (and, upon reasonable request of the Administrative Agent, material and nonprivileged documents and information in connection therewith): (i)(A) unpermitted Releases, (B) the receipt by any Group Member of any notice of violation of or potential liability or similar notice under, or the existence of any condition that could reasonably be expected to result in violations of or liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or liability under any Environmental Law, that, for each of clauses (A), (B) and (C) above (and, in the case of clause (C), if adversely determined), in the aggregate for each such clause, could reasonably be expected to result in Environmental Liabilities in excess of $250,000, (ii) the receipt by any Group Member of notification that any property of any Group Member is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities and (iii) any proposed acquisition or lease of real property (except as part of any Permitted Acquisition) if such acquisition or lease would reasonably be expected to result in aggregate Environmental Liabilities in excess of $250,000.

(b) Upon written request of the Administrative Agent, the Borrower shall provide the Administrative Agent a report containing an update as to the status of any environmental, health or safety compliance, hazard or liability issue arising under Environmental Laws identified in any document delivered to any Secured Party pursuant to any Loan Document or as to any environmental, health or safety condition, if such issue or condition would reasonably be expected to result in Material Environmental Liabilities.

Section 6.8 Other Information. The Borrower shall provide the Administrative Agent with such other documents and information with respect to the business, property, condition (financial or otherwise), legal, financial or corporate or similar affairs or operations of any Group Member as the Administrative Agent or such Lender through the Administrative Agent may from time to time reasonably request.

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ARTICLE 7
AFFIRMATIVE COVENANTS

The Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders, the L/C Issuers and the Administrative Agent to each of the following, as long as any Obligation (other than unasserted contingent indemnification obligations and any unasserted expense reimbursement obligations) or any Commitment remains outstanding:

Section 7.1 Maintenance of Corporate Existence. Each Group Member shall (a) preserve and maintain its legal existence, except in the consummation of transactions expressly permitted by Sections 8.4 and 8.7, and (b) preserve and maintain its rights (charter and statutory), privileges franchises and Permits necessary or desirable in the conduct of its business, except, in the case of this clause (b), where the failure to do so would not, in the aggregate, have a Material Adverse Effect.

Section 7.2 Compliance with Laws, Etc. Each Group Member shall comply with all applicable Requirements of Law, Contractual Obligations and Permits, except for such failures to comply that would not, in the aggregate, have a Material Adverse Effect.

Section 7.3 Payment of Obligations. Each Group Member shall pay or discharge before they become delinquent (a) all material claims, taxes, assessments, charges and levies imposed by any Governmental Authority and (b) all other material lawful claims that if unpaid would, by the operation of applicable Requirements of Law, become a Lien upon any property of any Group Member, except, in the case of clauses (a) and (b), for those whose amount or validity is being contested in good faith by proper proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Group Member in accordance with GAAP.

Section 7.4 Maintenance of Property. Each Group Member shall (a) maintain and preserve (i) in good working order and condition all of its property necessary in the conduct of its business and (ii) all rights, permits, licenses, approvals and privileges (including all Permits) necessary, used or useful, whether because of its ownership, lease, sublease, license, sublicense or other operation or occupation of property or other conduct of its business and (b) make all necessary or appropriate filings with, and give all required notices to, Governmental Authorities, except for such failures to maintain and preserve the items set forth in clauses (a) and (b) above (or make any filings in respect thereof) that would not, in the aggregate, have a Material Adverse Effect.

Section 7.5 Maintenance of Insurance. Each Group Member shall (a) maintain or cause to be maintained in full force and effect all policies of insurance of any kind with respect to the property and businesses of the Group Members (including policies of life, fire, theft, product liability, public liability, Flood Insurance, property damage, other casualty, employee fidelity, workers’ compensation, business interruption and employee health and welfare insurance) with financially sound and reputable insurance companies or associations (in each case that are not Affiliates of the Borrower) of a nature and providing such coverage as is sufficient

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and as is customarily carried by businesses of the size and character of the business of the Group Members (it being agreed by the Administrative Agent that the insurance policies, amounts of coverage and the companies used by the Borrower on the Closing Date are satisfactory to the Administrative Agent as of the Closing Date) and (b) subject to Section 7.15 with respect to insurance in effect on the Closing Date, cause all such insurance (other than worker’s compensation insurance policies) relating to any property or business of any Loan Party to name the Administrative Agent on behalf of the Secured Parties as additional insured or lender loss payee, as agent for the Lenders, as appropriate, and to use commercially reasonable efforts to cause such insurance to provide that no cancellation, material addition in amount or material change in coverage shall be effective until after thirty (30) days’ notice (ten (10) days’ notice of nonpayment) (or any shorter period or periods as may be agreed by the Administrative Agent in its sole discretion) thereof to the Administrative Agent (it being agreed by the Administrative Agent that the insurance policies and certificates provided on or prior to the Closing Date are satisfactory to the Administrative Agent). Notwithstanding the requirement in clause (a) above, Federal Flood Insurance shall not be required for (x) real property that is not required to be subject to a mortgage in favor of the Agent for the benefit of the Lenders, (y) real property not located in a Special Flood Hazard Area, or (z) real property located in a Special Flood Hazard Area in a community that does not participate in the National Flood Insurance Program.

Section 7.6 Keeping of Books. The Group Members shall keep proper books of record and account, in which full, true and correct entries shall be made in accordance with GAAP and all other applicable Requirements of Law of all financial transactions and the assets and business of each Group Member.

Section 7.7 Access to Books and Property. Each Group Member shall permit the Administrative Agent, the Lenders and any Related Person of any of them, as often as reasonably requested, at any reasonable time during normal business hours and with reasonable advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) to (a) visit and inspect the property of each Group Member and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member, (b) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member and (c) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member. Each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Administrative Agent, the Lenders and their Related Persons and to disclose to the Administrative Agent, the Lenders and their Related Persons all financial statements and other documents and information as they might have and the Administrative Agent or any Lender reasonably requests with respect to any Group Member; provided that (i) any such visit or inspection shall be coordinated through the Administrative Agent, (ii) unless an Event of Default shall have occurred and be continuing, only one (1) such visit or inspection during any twelve month period shall be at the cost of the Group Members and (iii) nothing in this Section 7.7 shall require any Group Member to take any action that would violate a confidentiality agreement or waive any attorney client or similar privilege.

Section 7.8 Environmental. Each Group Member shall comply with, and maintain its real property, whether owned, leased, subleased or otherwise operated or occupied, in compliance with, all applicable Environmental Laws (including by implementing any Remedial Action necessary to achieve such compliance or that is required by orders and directives of any Governmental Authority) except for failures to comply or maintain compliance that would not, in the aggregate, have a Material Adverse Effect. Without limiting the foregoing, if an Event of Default relating to Environmental Laws is continuing or if the Administrative Agent at any time has a reasonable basis to believe that there exist violations of Environmental Laws by any Group Member or that there exist any Environmental Liabilities, in each case, that would have, in the aggregate, a Material Adverse Effect, then each Group Member shall, promptly upon receipt of written request from the Administrative Agent, cause the performance of, and allow the Administrative Agent and its Related Persons reasonable access to such real property that is the subject of the violation of Environmental Laws or Environmental Liabilities for the purpose of conducting, such environmental audits and assessments, including subsurface sampling of soil and groundwater, and cause the preparation of such reports, in each case as the Administrative Agent may from time to time reasonably request. Such audits, assessments and reports, to the extent not conducted by the Administrative Agent or any of its Related Persons, shall be conducted and prepared by reputable environmental consulting firms reasonably acceptable to the Administrative Agent and shall be in form and substance reasonably acceptable to the Administrative Agent.

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Section 7.9 Use of Proceeds. The proceeds of the Loans made on the Closing Date, together with the proceeds of the Second Lien Credit Agreement and the Sponsor PIK Notes, shall be used by the Borrower (and, to the extent distributed to them by the Borrower, each other Group Member) solely (a)to refinance outstanding Indebtedness under the Existing Debt Agreements and (b) to pay transaction costs, fees and expenses in connection with the Acquisition Agreement, the Loan Documents and the Related Transactions. The proceeds of Revolving Loans made after the Closing Date shall be used by the Borrower (and, to the extent distributed to them by the Borrower, each other Group Member) solely for working capital and general corporate and similar purposes (including, without limitation, Permitted Acquisitions and Investments, Capital Expenditures and Restricted Payments permitted by this Agreement but excluding any purchase of Loans in accordance with Section 2.21 or Section 11.2(g)). The proceeds of the Incremental Term Loans shall be used by the Borrower (and, to the extent distributed to them by the Borrower, each other Group Member) solely for the purposes specified in the applicable Incremental Term Loan Assumption Agreement. The aggregate principal amount of Revolving Loans (excluding Letters of Credit) made on the Closing Date shall not exceed the sum of (x) $3,100,000 and (y) any additional amounts drawn to fund upfront fees incurred under the provisions of the Fee Letter under the heading “Market Flex”.

Section 7.10 Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Subsidiaries of any Loan Party after the Closing Date), each Group Member shall, promptly, do each of the following, unless otherwise agreed by the Administrative Agent:

(a) deliver to the Administrative Agent such modifications to the terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to ensure the following:

(i) each Subsidiary of any Loan Party that is not an Excluded Foreign Subsidiary shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and

(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in all of its property that constitutes Collateral, including all of the Stock and Stock Equivalents and other Securities it owns, as security for the Obligations of such Loan Party;

provided, however, that notwithstanding any other provision in any Loan Document, unless the Borrower and the Administrative Agent otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary or (z) a security interest be required to be granted on, or a pledge required to be given of, any property of any Excluded Foreign Subsidiary or any Excluded Assets as security for any Obligation;

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(b) deliver to the Administrative Agent all certificates representing Securities for corporations (and to the extent any limited liability company or limited partnership has “opted into” Article 8 of the UCC pursuant to Section 8-103 of the UCC, for such limited liability company or limited partnership) pledged pursuant to the Guaranty and Security Agreement and delivered pursuant to clause (a) above, together with undated powers or endorsements duly executed in blank;

(c) upon request of the Administrative Agent, deliver to it (x) an appraisal complying with FIRREA, (y) within forty-five days after receipt of notice from the Administrative Agent that Material Real Property owned by the Loan Parties is located in a Special Flood Hazard Area, Federal Flood Insurance as required by Section 7.5, and (z) a Mortgage on any Material Real Property owned by any Loan Party, together with all necessary or advisable Mortgage Supporting Documents relating thereto (or, if such real property is located in a jurisdiction outside the United States, similar documents deemed appropriate by the Administrative Agent to obtain the equivalent in such jurisdiction of a first-priority mortgage on such real property);

(d) to take all other actions necessary or advisable to ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent), including the filing of UCC financing statements in such jurisdictions as may be required by the Loan Documents or applicable Requirements of Law or as the Administrative Agent may otherwise reasonably request; and

(e) deliver to the Administrative Agent customary and favorable legal opinions relating to the matters described in this Section 7.10, which opinions shall be as reasonably required by, and in form and substance and from counsel reasonably satisfactory to, the Administrative Agent.

Section 7.11 Deposit Accounts; Securities Accounts and Cash Collateral Accounts. (a) Each Loan Party shall, within ninety (90) days after the Closing Date (or such later date or dates as may be agreed by the Administrative Agent in its sole discretion), (i) deposit all of its cash in deposit accounts that are Controlled Deposit Accounts, provided, however, that each Loan Party may maintain zero-balance accounts and may maintain payroll, health-savings accounts, worker’s compensation accounts, withholding tax and other fiduciary accounts that are not subject to control agreements, and (ii) deposit all of its Cash Equivalents in securities accounts that are Controlled Securities Accounts, in each case except for cash and Cash Equivalents the aggregate value of which does not exceed $250,000 at any time; provided, further, that the Loan Parties shall use commercially reasonable efforts to deposit all cash and Cash Equivalents in Controlled Deposit Accounts and Controlled Securities Accounts to the extent set forth above as of the Closing Date and provided, however, that if any Loan Party opens any account after the Closing Date that would be required to be subject to a Control Agreement pursuant to the foregoing provisions of this Section 7.11(a), such Loan Party shall have a period of fifteen (15) Business Days after the date such account is opened (or such later date or dates as may be agreed by the Administrative Agent in its sole discretion) to comply with the provisions of this Section 7.11(a) with respect to such newly opened account.

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(b) The Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any investment or income of any funds in any Cash Collateral Account. From time to time after funds are deposited in any Cash Collateral Account, the Administrative Agent may apply funds then held in such Cash Collateral Account to the payment of Obligations in accordance with Section 2.12. No Loan Party and no Person claiming on behalf of or through any Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all Commitments and the payment in full of all Obligations and, in the case of L/C Cash Collateral Accounts, the termination or cash collateralization (in accordance with Section 9.3) of all outstanding Letters of Credit, except as permitted by the Administrative Agent.

Section 7.12 Interest Rate Contracts. The Borrower shall, within ninety (90) days after the Closing Date (or such later date as the Administrative Agent may approve in its sole discretion), enter into and thereafter maintain Interest Rate Contracts on terms and with counterparties reasonably satisfactory to the Administrative Agent, to provide protection against fluctuation of interest rates for not less than a one-year initial term for a notional amount that, when added to the aggregate principal amount of Consolidated long-term floating rate Indebtedness of the Borrower (calculated exclusive of Indebtedness under the Revolving Credit Facility, the Sponsor PIK Notes and Indebtedness bearing interest at a fixed rate), equals at least 50% of the aggregate principal amount of the Consolidated long-term floating rate Indebtedness of the Borrower (calculated exclusive of Indebtedness under the Revolving Credit Facility, the Sponsor PIK Notes and Indebtedness bearing interest at a fixed rate); provided that such Interest Rate Contracts shall be renewed annually, or the Borrower shall otherwise cause such Interest Rate Contracts to remain in place, for three consecutive years following the ninetieth (90^th) day following the Closing Date.

Section 7.13 Landlord and Mortgagee Agreements. Borrower shall use commercially reasonable efforts for one hundred and twenty (120) days following the Closing Date to obtain a landlord’s agreement or mortgagee agreement, as applicable, from the lessors or mortgagees of the locations of the headquarters of the Borrower, which agreements shall contain a waiver or subordination of all Liens or claims that such landlord or mortgagee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent; provided, that (a) the Borrower shall use commercially reasonable efforts to obtain such landlord’s agreements or mortgagee agreements on or prior to the Closing Date and (b) no landlord’s agreement or mortgagee agreement with respect to the premises at 1166 Avenue of the Americas, 10th floor, New York, NY 10036 shall be required if the related lease is terminated and the premises are vacated within ninety (90) days following the Closing Date.

Section 7.14 Credit Rating. The Borrower shall at all times use its commercially reasonable efforts to cause to be maintained (a) a corporate credit rating by S&P and a corporate family rating by Moody’s and (b) a credit rating by each of Moody’s and S&P with respect to the Facilities (collectively, the “Credit Ratings”).

Section 7.15 Post Closing. The Borrower shall, no later than sixty (60) days following the Closing Date (or such later date or dates as may be agreed by the Administrative Agent in its sole discretion), deliver (or cause to be delivered) to the Administrative Agent such endorsements as may be required to comply with Section 7.5 with respect to the insurance of the Loan Parties as of the Closing Date.

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ARTICLE 8
NEGATIVE COVENANTS

The Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders, the L/C Issuers and the Administrative Agent to each of the following, as long as any Obligation (other than unasserted contingent indemnification obligations and any unasserted expense reimbursement obligations) or any Commitment remains outstanding:

Section 8.1 Indebtedness. No Group Member shall, directly or indirectly, incur or otherwise remain liable with respect to or responsible for, any Indebtedness except for the following:

(a) the Obligations (including for the avoidance of doubt, any Incremental Term Loans, Other Term Loans, Extended Loans, Other Refinancing Loans and Additional Revolving Loans);

(b) Indebtedness (including Guaranty Obligations) existing on the date hereof and set forth on Schedule 8.1, together with any Permitted Refinancing of any Indebtedness permitted hereunder in reliance upon this clause (b);

(c) Indebtedness consisting of Capitalized Lease Obligations (other than with respect to a lease entered into as part of a Sale and Leaseback Transaction) and purchase money Indebtedness, in each case incurred by any Group Member to finance the acquisition, repair, improvement, replacement or construction of fixed or capital assets of such Group Member, together with any Permitted Refinancing of any Indebtedness permitted hereunder in reliance upon this clause (c); provided, however, that (i) the aggregate outstanding principal amount of all such Indebtedness, together with any Indebtedness consisting of Capitalized Lease Obligations permitted hereunder in reliance upon clause (b) above, does not exceed $15,000,000 at any time and (ii) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed, whether directly or through a Permitted Refinancing, with such Indebtedness (each measured at the time such acquisition, repair, improvement or construction is made);

(d) Capitalized Lease Obligations arising under Sale and Leaseback Transactions permitted hereunder in reliance upon Section 8.4(b)(ii);

(e) intercompany loans owing to any Group Member and constituting Permitted Investments of such Group Member;

(f) (i) obligations under Interest Rate Contracts entered into to comply with Section 7.12 and (ii) obligations under other non-speculative Hedging Agreements entered into for the sole purpose of hedging in the normal course of business and consistent with industry practices;

(g) Guaranty Obligations of any Group Member with respect to Indebtedness permitted hereunder of any Group Member (other than Indebtedness permitted hereunder in reliance upon clause (b) or (c) above, for which Guaranty Obligations may be permitted to the extent set forth in such clauses);

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(h) Indebtedness of the Borrower owing under the Second Lien Loan Documents; provided, however, that the aggregate outstanding principal amount of all such Indebtedness shall not exceed (i) $85,000,000 at any time plus (ii) an amount not to exceed the Additional Second Lien Amount at such time if, in the case of this clause (ii), (A) the Borrower’s Consolidated First Lien Leverage Ratio the denominator of which shall equal the Borrower’s Consolidated EBITDA for the most recently ended twelve consecutive months with respect to which financial statements have been or were required to be delivered pursuant to Section 6.1, shall not exceed the Borrower’s Consolidated First Lien Leverage Ratio as of the Closing Date; provided, that for purposes of such calculations of the Borrower’s Consolidated First Lien Leverage Ratio as of the Closing Date, any Borrowing of Revolving Loans on the Closing Date to fund additional upfront fees incurred under the provisions of the Fee Letter under the heading “Market Flex” shall be excluded from Indebtedness for purposes of such calculations and (B) the Borrower’s Consolidated Leverage Ratio the numerator of which shall be calculated on a pro forma basis to give effect to such Additional Second Lien Amount and the application of the proceeds therefrom, and the denominator of which shall equal the Borrower’s Consolidated EBITDA for the most recently ended twelve consecutive months with respect to which financial statements have been or were required to be delivered pursuant to Section 6.1, shall not exceed the lesser of (x) the Consolidated Leverage Ratio permitted under Section 5.1 for the last day of the most recent Fiscal Quarter ending prior to such date and (y) the Borrower’s Consolidated Closing Leverage Ratio;

(i) Indebtedness of the Borrower owing under the Sponsor PIK Notes; provided, however, that the aggregate outstanding principal amount of all such Indebtedness shall not exceed $30,000,000 at any time (plus the amount of capitalized interest thereon);

(j) any other Indebtedness of any Group Member; provided, however, that the aggregate outstanding principal amount of all such other Indebtedness shall not exceed $5,000,000 at any time, no more than $2,500,000 of which may be secured;

(k) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business;

(l) unsecured Indebtedness representing deferred compensation to employees of the Borrower and its Subsidiaries incurred in the ordinary course of business;

(m) unsecured Indebtedness to current or former officers, directors, managers, consultants and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Stock (or Stock Equivalents) of the Borrower (or any direct or indirect parent thereof) permitted by Section 8.5 in an aggregate amount not to exceed $1,000,000;

(n) Indebtedness incurred by the Group Members in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Sale, in each case to the extent constituting indemnification obligations (which shall be limited to the amount of the applicable sales price) or obligations in respect of purchase price adjustments (including earn-outs), in an amount not to exceed, in the aggregate with all Permitted Acquisitions consummated on or prior to the applicable date of determination, $50,000,000;

(o) cash management obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business and any Guaranty Obligations of a Loan Party’s obligations in respect thereof;

(p) Indebtedness incurred by the Group Members in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims, in each case, in the ordinary course of business;

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(q) Permitted Refinancing of any Indebtedness permitted hereunder other than Indebtedness of the Borrower owing under the Sponsor PIK Notes (subject to any restrictions contained in the provision hereof authorizing incurrence of the Indebtedness subject to such Permitted Refinancing, and provided that such Permitted Refinancing shall meet all requirements of this Agreement applicable to the Indebtedness subject to such Permitted Refinancing);

(r) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Group Members or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business; and

(s) unsecured Indebtedness in connection with any Permitted Acquisition (exclusive of the amounts described in clause (n) above) assumed or incurred by the Borrower in an aggregate amount not to exceed $10,000,000; provided that, (i) the Group Members would be in compliance (on a Pro Forma Basis after giving effect to the assumption or incurrence of such Indebtedness and any other Indebtedness incurrence, Indebtedness retirement, acquisition, disposition and other appropriate Pro Forma adjustment events, including any Indebtedness incurrence or retirement subsequent to the end of the applicable test period and on or prior to the date of such incurrence or assumption) with the financial covenants recomputed as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (in the case of the fourth Fiscal Quarter) for which Financial Statements have been or were required to be delivered pursuant to Section 6.1 and (ii) with respect to assumed Indebtedness, such Indebtedness (A) is and remains the obligation solely of the Person or Persons that are the Proposed Acquisition Target of the relevant Permitted Acquisition and (B) exists prior to the assumption of such Indebtedness and was not incurred in contemplation thereof.

Section 8.2 Liens. No Group Member shall incur, maintain or otherwise suffer to exist any Lien upon or with respect to any of its property, whether now owned or hereafter acquired, or assign any right to receive income or profits, except for the following:

(a) Liens created pursuant to any Loan Document;

(b) Customary Permitted Liens of Group Members;

(c) Liens existing on the date hereof and set forth on Schedule 8.2 and any replacements thereof secured by the same or substantially similar property (without increase in the amount, or change in any direct or contingent obligor, of the Indebtedness or other obligations secured thereby);

(d) Liens on the property of the Borrower or any of its Subsidiaries securing Indebtedness permitted hereunder in reliance upon Section 8.1(c); provided, however, that (i) such Liens exist prior to the acquisition of, or attach substantially simultaneously with, or within 120 days after, the incurrence of such Indebtedness or the acquisition, repair, replacement, improvement or construction of such property financed, whether directly or through a Permitted Refinancing, by such Indebtedness and (ii) such Liens do not extend to any property of any Group Member other than the property (and proceeds thereof) pursuant to the relevant Capital Lease agreement which are acquired or built, or the improvements or repairs, financed (along with customary security deposits), whether directly or through a Permitted Refinancing, by such Indebtedness, as applicable; provided, that individual financings of equipment provided by one lender and permitted by this Section 8.2(d) may be cross-collateralized to other financings of equipment provided by such lender and permitted by this Section 8.2(d);

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(e) Liens on the property of the Borrower or any of its Subsidiaries securing the Permitted Refinancing of any Indebtedness secured by any Lien on such property permitted hereunder without any change in the property subject to such Liens;

(f) Liens on any property of the Borrower or any of its Subsidiaries securing any of their Indebtedness or their other liabilities; provided, however, that the aggregate outstanding principal amount of all such Indebtedness and other liabilities shall not exceed $2,500,000 at any time; and

(g) the Liens granted on the Indebtedness under the Second Lien Loan Documents (and any Permitted Refinancing thereof) to the extent permitted hereunder and under the Intercreditor Agreement.

Section 8.3 Investments. No Group Member shall make or maintain, directly or indirectly, any Investment except for the following:

(a) Investments existing on the date hereof and set forth on Schedule 8.3;

(b) Investments in cash and Cash Equivalents;

(c) (i) endorsements for collection or deposit in the ordinary course of business consistent with past practice, (ii) extensions of trade credit and accounts receivable (other than to Affiliates of the Borrower, except as permitted by Section 8.9) arising or acquired in the ordinary course of business and (iii) Investments received in settlements in the ordinary course of business of such extensions of trade credit;

(d) Investments made as part of a Permitted Acquisition or Investments made pursuant to the terms and conditions of the Acquisition Agreement;

(e) Investments by (i) any Loan Party in any other Loan Party, (ii) any Group Member that is not a Loan Party in any Group Member or in any Joint Venture or (iii) any Loan Party in any Group Member that is not a Loan Party or in any Joint Venture; provided, however, that the aggregate outstanding amount of all Investments permitted pursuant to this clause (iii) shall not exceed $5,000,000 at any time; and provided, further, that any Investment consisting of loans or advances to any Loan Party shall be subordinated in full to the payment of the Obligations of such Loan Party on terms and conditions provided in Section 8.13 of the Guaranty and Security Agreement or as set forth on Exhibit M, as applicable, or otherwise satisfactory to the Administrative Agent;

(f) loans or advances to employees, officers and directors of the Borrower or any of its Subsidiaries to finance travel, entertainment and relocation expenses and other ordinary business purposes; provided, however, that the aggregate outstanding principal amount of all loans and advances permitted pursuant to this clause (f) shall not exceed $2,000,000 at any time;

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(g) any Investment by the Borrower or any of its Subsidiaries; provided, however, that the aggregate outstanding amount of all such Investments made pursuant to this clause (g) (together with all Investments made pursuant to clause (e)(iii) of this Section 8.3), shall not exceed $10,000,000 at any time;

(h) Interest Rate Contracts and Hedging Agreements permitted under Section 8.1(g) (including Investments in respect of Collateral or other amounts posted to a Group Member in connection with such permitted Hedging Agreements);

(i) non-cash loans or advances to employees, officers and directors of the Borrower or any of its Subsidiaries in connection with such Person’s purchase of Stock of the Borrower;

(j) Investments (including debt obligations and Stock) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment;

(k) advances of payroll payments to employees in the ordinary course of business;

(l) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit;

(m) Guaranty Obligations in respect of leases of Group Members (other than Capital Leases or Synthetic Leases) that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(n) Investments made by any Group Member as a result of (or in order to effect, in the case of clause (ii)) (i) consideration received in connection with a Sale permitted by Section 8.4 (other than Section 8.4(a)(vi) and subject to limitations, if applicable, pursuant to Section 8.4 on the type of consideration so received) or (ii) transactions permitted under Section 8.5 and Section 8.7; and

(o) any other Investment by the Borrower or any of its Subsidiaries so long as (i) no Event of Default is continuing or would result therefrom and (ii) at the time of any such Investment, and after giving effect thereto, the Consolidated Leverage Ratio is less than 2.00:1:00 as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (in the case of the fourth Fiscal Quarter) for which Financial Statements have been or were required to be delivered pursuant to Section 6.1; provided that the aggregate amount of Investments made under this Section 8.3(o) shall not exceed the Available Amount as of the date each such Investment is made.

Section 8.4 Asset Sales. No Group Member shall Sell any of its property (other than cash) or issue shares of its own Stock, except for the following:

(a) (i) Sales of Cash Equivalents, (ii) Sales of inventory or property that has become obsolete or worn out in the ordinary course of business, (iii) licenses or sublicenses of Intellectual Property in the ordinary course of business, (iv) Sales of inventory and goods held for sale in the ordinary course of business, (v) Sales or discounts of delinquent accounts receivable in the ordinary course of business, (vi) the incurrence of Liens permitted by Section 8.2, the making of Investments permitted by Section 8.3 and the consummation of any merger, consolidation or amalgamation permitted by Section 8.7 and (vii) Sales of non-core assets acquired in connection with a Permitted Acquisition consummated after the date hereof in an aggregate amount not to exceed $2,500,000;

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(b) (i) a true lease or sublease of real property not constituting Indebtedness and not entered into as part of a Sale and Leaseback Transaction and (ii) a Sale of property pursuant to a Sale and Leaseback Transaction; provided, however, that the aggregate fair market value (measured at the time of the applicable Sale) of all property covered by any outstanding Sale and Leaseback Transaction consummated at any time after the Closing Date shall not exceed $5,000,000;

(c) (i) any Sale of any property (other than their own Stock or Stock Equivalents) by any Group Member to any other Group Member to the extent any resulting Investment constitutes a Permitted Investment, (ii) any Restricted Payment by any Group Member permitted pursuant to Section 8.5 and (iii) any distribution by the Borrower of the proceeds of Restricted Payments from any other Group Member to the extent permitted in Section 8.5;

(d) (i) any Sale or issuance by the Borrower of its own Stock, (ii) any Sale or issuance by any Subsidiary of the Borrower of its own Stock to any Group Member, provided, however, that the proportion of such Stock and of each class of such Stock (both on an outstanding and fully-diluted basis) held by the Loan Parties, taken as a whole, does not change as a result of such Sale or issuance and (iii) to the extent necessary to satisfy any Requirement of Law in the jurisdiction of incorporation of any Subsidiary of the Borrower, any Sale or issuance by such Subsidiary of its own Stock constituting directors’ qualifying shares or nominal holdings;

(e) as long as no Default is continuing or would result therefrom, any Sale of property (other than as part of a Sale and Leaseback Transaction or any Sale or issuance of its own Stock) of any Group Member for fair market value payable in cash upon such Sale; provided, however, that the aggregate consideration received during any Fiscal Year for all such Sales shall not exceed $25,000,000;

(f) Sales of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business;

(g) Sales of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Sales are promptly applied to the purchase price of replacement property, in each case, in the ordinary course of business;

(h) Sales of property among the Loan Parties;

(i) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any Intellectual Property not otherwise in violation of the Loan Documents; and

(j) the unwinding of any Hedging Agreement so long as (i) no Event of Default is continuing or would result therefrom and (ii) at the time of any such unwinding, and after giving effect thereto, the Consolidated Leverage Ratio is less than 2.00:1:00 as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (in the case of the fourth Fiscal Quarter) for which Financial Statements have been or were required to be delivered pursuant to Section 6.1, unless the Loan Party party to the Hedging Agreement does not make a cash payment in connection with the unwinding thereof.

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Section 8.5 Restricted Payments. No Group Member shall, directly or indirectly, pay or make any Restricted Payment except for the following:

(a) (i) Restricted Payments (A) by any Group Member that is a Loan Party to any Loan Party and (B) by any Group Member that is not a Loan Party to any Group Member and (ii) dividends and distributions by any Subsidiary of the Borrower that is not a Loan Party to any holder of its Stock, to the extent made to all such holders ratably according to their ownership interests in such Stock;

(b) dividends and distributions declared and paid on the common Stock or Qualified Stock of any Group Member ratably to the holders of such common Stock and payable only in common Stock or Qualified Stock of such Group Member;

(c) the redemption, purchase or other acquisition or retirement for value by the Borrower of its common Stock (or Stock Equivalents with respect to its common Stock) (i) from any present or former employee, director or officer (or the assigns, estate, heirs or current or former spouses thereof) of any Group Member upon the death, disability, retirement or termination of employment of such employee, director or officer; provided, however, that (A) the amount of such Restricted Payments paid in any Fiscal Year in reliance upon this clause (i) shall not exceed $2,000,000 in the aggregate and (B) no action that would otherwise be permitted hereunder in reliance upon this clause (i) shall be permitted if a Default is then continuing or would result therefrom or (ii) to make cashless redemptions and cashless repurchases of Stock and Stock Equivalents of the Borrower and its Subsidiaries held by officers, directors or employees (or their assigns, estate, heirs, transferees or current or former spouses) in order to satisfy, in whole or in part, withholding tax requirements or exercise price requirements pursuant to a restricted stock agreement or a cashless exercise option in connection with the exercise of warrants options or other rights in accordance with the provisions of a warrant, option or other rights plan or program of the foregoing Persons;

(d) payments of cash, dividends, distributions, advances or other Restricted Payments by the Borrower or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion or exchange of Stock of any such Person; and

(e) without duplication of any other clauses of this Section 8.5, so long as (i) no Event of Default is continuing or would result therefrom and (ii) at the time of any such Restricted Payment, and after giving effect thereto, the Consolidated Leverage Ratio is less than 2.00:1:00 as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (in the case of the fourth Fiscal Quarter) for which Financial Statements have been or were required to be delivered pursuant to Section 6.1, other Restricted Payments that in the aggregate do not exceed the Available Amount as of the date such Restricted Payments are made.

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Section 8.6 Prepayment of Indebtedness. No Group Member shall (w) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness, (x) set apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, (y) make any payment in violation of any subordination terms of any Indebtedness or (z) make any payment in respect of the Indebtedness under the Sponsor PIK Notes or any other Subordinated Debt; provided, however, that each Group Member may, to the extent otherwise permitted by the Loan Documents, do each of the following:

(a) (i) prepay the Obligations, (ii) consummate a Permitted Refinancing of any Indebtedness other than the Sponsor PIK Notes, (iii) prepay in full on the Closing Date Indebtedness owing under the Existing Debt Agreements and (iv) terminate or unwind a Hedging Agreement to the extent permitted under Section 8.4(j);

(b) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or set apart any property for such purpose) (i) in the case of any Group Member that is not a Loan Party, any Indebtedness owing by such Group Member to any other Group Member, (ii) otherwise, any Indebtedness owing to any Loan Party and (iii) so long as no Event of Default is continuing or would result therefrom, any mandatory prepayments of Indebtedness incurred under clauses (b), (c), (d) and (k) of Section 8.1 and any Permitted Refinancing thereof;

(c) with respect to Indebtedness other than the Sponsor PIK Notes and the Indebtedness under the Second Lien Loan Documents, make regularly scheduled or otherwise required repayments or redemptions of such Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower) but only, in the case of Subordinated Debt, to the extent permitted by the subordination provisions thereof;

(d) (i) make regularly scheduled interest payments on the Indebtedness incurred under the Second Lien Loan Documents (and any Permitted Refinancing thereof) to the extent not prohibited by the Intercreditor Agreement and (ii) convert (or exchange) any Indebtedness to (or for) Qualified Stock of the Borrower; and

(e) so long as (i) no Event of Default is continuing or would result therefrom and (ii) at the time of any such prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, and after giving effect thereto, the Consolidated Leverage Ratio is less than 2.00:1:00 as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (in the case of the fourth Fiscal Quarter) for which Financial Statements have been or were required to be delivered pursuant to Section 6.1, make prepayments, redemptions, purchases, defeasance or other satisfaction of Indebtedness other than the Indebtedness under the Second Lien Loan Documents, the Sponsor PIK Notes or any Subordinated Debt.

Section 8.7 Fundamental Changes. No Group Member shall merge, consolidate or amalgamate with any Person, in each case except for the following: (a) the merger, consolidation or amalgamation of any Subsidiary of the Borrower into any Loan Party, (b) to consummate the Acquisition, (c) the merger or consolidation of any Group Member that is not a Loan Party into another Group Member that is not a Loan Party and (d) any Group Member (other than the Borrower) may liquidate or dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Group Members; provided that (i) no Event of Default shall result therefrom, (ii) no Change of Control shall result therefrom, (iii) the surviving Person (if such Person is already a Loan Party), or in the case of liquidation or dissolution, the Person who receives the assets of such dissolving or liquidated Subsidiary, shall be a Loan Party, and (iv) such liquidation, dissolution or change in legal form would not reasonably be expected to be materially adverse to the interests of the Lenders, and (v) the merger, consolidation or amalgamation of any Group Member for the sole purpose, and with the sole material effect, of changing its State of organization within the United States (or outside the United States if such entity’s jurisdiction was outside the United States); provided, however, that (A) in the case of any merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the surviving Person and (B) in the case of any merger, consolidation or amalgamation involving any other Loan Party, a Loan Party shall be the surviving corporation and all actions required to maintain the perfection of the Lien of the Administrative Agent on the Stock or property of such Loan Party shall have been made.

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Section 8.8 Change in Nature of Business. No Group Member shall carry on any business, operations or activities (whether directly, through a Joint Venture, in connection with a Permitted Acquisition or otherwise) substantially different from the Business carried on by the Borrower and its Subsidiaries at the date hereof and business, operations and activities reasonably related, ancillary or complementary thereto.

Section 8.9 Transactions with Affiliates. No Group Member shall, except as otherwise expressly permitted herein, enter into any other transaction directly or indirectly with, or for the benefit of, any Affiliate of the Borrower that is not a Loan Party (including Guaranty Obligations with respect to any obligation of any such Affiliate), except for (a) transactions in the ordinary course of business on a basis no less favorable to such Group Member as would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of the Borrower, (b) Restricted Payments made in accordance with Section 8.5, (c) reasonable salaries and other reasonable director or employee compensation (including bonuses and benefits) to, and customary indemnification arrangements with, officers and directors of any Group Member, (d) transactions under the Digital Reseller Agreement and (e) payment of fees to the Sponsors and their Affiliates for consulting services on a basis no less favorable to such Group Member as would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of the Borrower, (f) payment of fees to the Sponsors and their Affiliates for management, monitoring and advisory fees in an aggregate amount in any Fiscal Year not to exceed $500,000; provided that no Event of Default is then continuing, (g) all out-of-pocket reasonable expenses incurred by the Sponsors and their Affiliates in connection with the performance of management, monitoring, advisory or other services with respect to the Group Members, (h) Permitted Investments and issuances and Sales of Stock and Stock Equivalents by the Borrower not constituting a Change of Control and not otherwise prohibited hereunder, (i) arrangements in existence on the Closing Date as set forth on Schedule 8.9, and (j) transactions among Group Members (that are not Loan Parties) and any other Group Members (that are not Loan Parties).

Section 8.10 Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments. No Group Member shall incur or otherwise suffer to exist or become effective or remain liable on or responsible for any Contractual Obligation limiting the ability of (a) any Subsidiary of the Borrower to make Restricted Payments to, or Investments in, or repay Indebtedness or otherwise Sell property to, any Group Member or (b) any Group Member to incur or suffer to exist any Lien upon any Collateral of any Group Member, whether now owned or hereafter acquired, securing any of its Obligations (including any “equal and ratable” clause and any similar Contractual Obligation requiring, when a Lien is granted on any property, another Lien to be granted on such property or any other property), except, for each of clauses (a) and (b) above, (i) pursuant to the Loan Documents, (ii) limitations on Liens (other than those securing any Obligation) on any property whose acquisition, repair, improvement or construction is financed by purchase money Indebtedness, Capitalized Lease Obligations or Permitted Refinancings permitted hereunder in reliance upon Section 8.1(b), (iii)pursuant to Contractual Obligations with respect to Indebtedness that exist on the Closing Date and (to the extent not otherwise permitted by this Section 8.10) are listed on Schedule 8.10 hereto and any Permitted Refinancing Indebtedness with respect thereto, (iv) customary restrictions on granting liens in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate solely to the assets subject thereto, (v) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (vi) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (vii) restrictions in connection with cash or other deposits permitted under Section 8.2, (viii) related to any Sale permitted by Section 8.4 applicable pending such Disposition solely to the assets subject to such Disposition, (ix) pursuant to the Second Lien Loan Documents (and any Permitted Refinancing thereof) and (x) prohibitions and limitations that exist pursuant to applicable Requirements of Law.

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Section 8.11 Modification of Certain Documents. No Group Member shall do any of the following:

(a) waive or otherwise modify any term of any Related Document (other than any Second Lien Loan Document, the Sponsor PIK Notes or the terms of any Subordinated Debt) or any Constituent Document of, or otherwise change the capital structure of, any Group Member (including the terms of any of their outstanding Stock or Stock Equivalents), in each case, except for those modifications and waivers that (x) do not elect, or permit the election, to treat the Stock or Stock Equivalents of any limited liability company (or similar entity) as certificated and (y) do not materially and adversely affect the rights and privileges of any Group Member and do not materially and adversely affect the interests of any Secured Party under the Loan Documents or in the Collateral;

(b) waive or otherwise modify any term of (i) any Second Lien Loan Document if such waiver or modification is prohibited by the Intercreditor Agreement or (ii) any Subordinated Debt (including the Sponsor PIK Notes) if the effect thereof on such Subordinated Debt is to (A) increase the interest rate, (B) change the due dates for principal or interest, other than to extend such dates, (C) modify any default or event of default, other than to delete it or make it less restrictive, (D) add any covenant with respect thereto, (E) modify any subordination provision, (F) modify any redemption or prepayment provision, other than to extend the dates therefor or to reduce the premiums payable in connection therewith or (G) materially increase any obligation of any Group Member or confer additional material rights to the holder of such Indebtedness in a manner adverse to any Group Member or any Secured Party.

(c) permit the Obligations to cease qualifying as “Designated Senior Debt” or “Senior Debt” as defined in the Sponsor PIK Notes.

Section 8.12 Accounting Changes; Fiscal Year. No Group Member shall change its (a) accounting treatment or reporting practices, except as required by GAAP or any Requirement of Law, or (b) its fiscal year or its method for determining Fiscal Quarters or fiscal months.

Section 8.13 Margin Regulations. No Group Member shall use all or any portion of the proceeds of any credit extended hereunder to purchase or carry margin stock (within the meaning of Regulation U of the Federal Reserve Board) in contravention of Regulation U of the Federal Reserve Board.

Section 8.14 Compliance with ERISA. No ERISA Affiliate shall cause or suffer to exist (a) any event that could reasonably be expected to result in the imposition of a Lien with respect to any Title IV Plan or Multiemployer Plan or (b) any other ERISA Event, that would, in the aggregate, have a Material Adverse Effect. No Group Member shall cause or suffer to exist any event that could reasonably be expected to result in the imposition of a Lien on a Group Member or any material property of a Group Member with respect to any Benefit Plan.

Section 8.15 Hazardous Materials. No Group Member shall cause or suffer to exist any Release of any Hazardous Material at, to or from any real property owned, leased, subleased or otherwise operated or occupied by any Group Member that would violate any Environmental Law, form the basis for any Environmental Liabilities or otherwise adversely affect the value or marketability of any real property (whether or not owned by any Group Member), other than such violations, Environmental Liabilities and effects that would not, in the aggregate, have a Material Adverse Effect.

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ARTICLE 9
EVENTS OF DEFAULT

Section 9.1 Definition. Each of the following shall be an Event of Default:

(a) the Borrower shall fail to pay (i) any principal of any Loan or any L/C Reimbursement Obligation when the same becomes due and payable or (ii) any interest on any Loan, any fee under any Loan Document or any other Obligation (other than those set forth in clause (i) above) and, in the case of this clause (ii), such non-payment continues for a period of five (5) Business Days after the due date therefor; or

(b) any representation, warranty or certification made or deemed made by or on behalf of any Loan Party in any Loan Document or by or on behalf of any Loan Party (or any Responsible Officer thereof) in connection with any Loan Document (including in any document delivered in connection with any Loan Document) shall prove to have been incorrect in any material respect (or in any respect if such representation or warranty is qualified by “material” or “Material Adverse Effect”) when made or deemed made; or

(c) any Loan Party shall fail to comply with (i) any provision of Article 5 (Financial Covenants) (provided that any failure to comply with Article 5 shall be subject to cure to the extent permitted by Section 9.5 prior to such failure to comply with Article 5 constituting an Event of Default hereunder), Sections 6.1(a), (b) or (c) (Financial Statements), 6.2(a)(w)(i) (Other Events), 7.1(a) (Maintenance of Corporate Existence), 7.9 (Use of Proceeds), 7.11(a) (Deposit Accounts; Securities Accounts and Cash Collateral Accounts), 7.13 (Landlord and Mortgagee Agreements), 7.15 (Post Closing) or Article 8 (Negative Covenants), (ii) any Loan Party shall fail to comply with any provision of Section 6.1(d), (f), (g) or (h) (Financial Statements), and such failure shall remain unremedied for three (3) Business Days after the earlier of (A) the date on which a Responsible Officer of the Borrower becomes aware of such failure and (B) the date on which notice thereof shall have been given to the Borrower by the Administrative Agent or the Required Lenders, (iii) any Loan Party shall fail to comply with any provision in any subclause of Section 6.1 not set forth in clause (i) or (ii) above, and such failure shall remain unremedied for ten (10) days after the earlier of (A) the date on which a Responsible Officer of the Borrower becomes aware of such failure and (B) the date on which notice thereof shall have been given to the Borrower by the Administrative Agent or the Required Lenders or (iv) any other provision of any Loan Document if, in the case of this clause (iv), such failure shall remain unremedied for thirty (30) days after the earlier of (A) the date on which a Responsible Officer of the Borrower becomes aware of such failure and (B) the date on which notice thereof shall have been given to the Borrower by the Administrative Agent or the Required Lenders; or

(d) (i) any Group Member shall fail to make any payment when due (whether due because of scheduled maturity, required prepayment provisions, acceleration, demand or otherwise) on any Indebtedness of any Group Member (other than the Obligations) and, in each case, such failure relates to the Second Lien Loan Documents, the Sponsor PIK Notes or other Indebtedness having a principal amount of $5,000,000 or more, (ii) any other event shall occur or condition shall exist under any Contractual Obligation relating to any such Indebtedness (other than, with respect to Indebtedness consisting of Hedging Agreements, termination events or equivalent events pursuant to the terms of such Hedging Agreements that are not the result of any default or breach thereunder by any Loan Party), if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness or (iii) any such Indebtedness shall become or be declared to be due and payable, or be required to be prepaid, redeemed, defeased or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or

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(e) (i) any Group Member shall generally not pay its debts as such debts become due, shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, (ii) any proceeding shall be instituted by or against any Group Member seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, composition of it or its debts or any similar order, in each case under any Requirement of Law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee, conservator, liquidating agent, liquidator, other similar official or other official with similar powers, in each case for it or for any substantial part of its property and, in the case of any such proceedings instituted against (but not by or with the consent of) any Group Member, either such proceedings shall remain undismissed or unstayed for a period of 60 days or more or any action sought in such proceedings shall occur or (iii) any Group Member shall take any corporate or similar action or any other action to authorize any action described in clause (i) or (ii) above; or

(f) one or more judgments, orders or decrees (or other similar process) shall be rendered against any Group Member (i)(A)in the case of money judgments, orders and decrees, involving an aggregate amount (excluding amounts adequately covered by insurance payable to any Group Member, to the extent the relevant insurer has not denied coverage therefor) in excess of $5,000,000 or (B) otherwise, that would have, in the aggregate, a Material Adverse Effect and (ii)(A) enforcement proceedings shall have been commenced by any creditor upon any such judgment, order or decree or (B) such judgment, order or decree shall not have been vacated, bonded, discharged or paid for a period of thirty (30) consecutive days and there shall not be in effect (by reason of a pending appeal or otherwise) any stay of enforcement thereof; or

(g) except pursuant to a valid, binding and enforceable termination or release permitted under the Loan Documents and executed by the Administrative Agent, the failure by the Administrative Agent to possess collateral, file a financing statement or any similar filing, due to the gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a final non-appealable judgment or order or as otherwise expressly permitted under any Loan Document, (i) any provision of any Loan Document shall, at any time after the delivery of such Loan Document, fail to be valid and binding on, or enforceable against, any Loan Party party thereto, (ii) any Loan Document purporting to grant a Lien to secure any Obligation shall, at any time after the delivery of such Loan Document, fail to create a valid and enforceable Lien on any Collateral purported to be covered thereby having a collective value in excess of $2,000,000 (determined based on the greater of book value and fair market value) or such Lien shall fail or cease to be a perfected Lien with the priority required in the relevant Loan Document with respect to any Collateral having a collective value in excess of $2,000,000 (determined based on the greater of book value and fair market value), (iii) any subordination provision set forth in the Intercreditor Agreement shall, in whole or in part, terminate or otherwise fail or cease to be, in any material respect, valid and binding on, or enforceable against, the Second Lien Agent or any lender under the Second Lien Loan Documents (or the Second Lien Agent or any such lender shall so state in writing), (iv) any subordination provision set forth in the Sponsor PIK Notes shall, in whole or in part, terminate or otherwise fail or cease to be, in any material respect, valid and binding on, or enforceable against, the applicable Sponsors or other holder of the Sponsor PIK Notes (or any Sponsor, any Affiliate of the Sponsor or any such holder shall so state in writing) or any Group Member shall state in writing that any of the events described in clause (i), (ii), (iii) or (iv) above shall have occurred; or

(h) there shall occur any Change of Control.

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Section 9.2 Remedies. During the continuance of any Event of Default, the Administrative Agent may, and, at the request of the Required Lenders, shall, in each case by written notice to the Borrower and in addition to any other right or remedy provided under any Loan Document or by any applicable Requirement of Law, do each of the following: (a) declare all or any portion of the Commitments terminated, whereupon the Commitments shall immediately be reduced by such portion or, in the case of a termination in whole, shall terminate together with any obligation any Lender may have hereunder to make any Loan and any L/C Issuer may have hereunder to Issue any Letter of Credit or (b) declare immediately due and payable all or part of any Obligation arising under the Loan Documents (including any accrued but unpaid interest thereon), whereupon the same shall become immediately due and payable, without presentment, demand, protest or further notice or other requirements of any kind, all of which are hereby expressly waived by the Borrower (and, to the extent provided in any other Loan Document, the other Loan Parties); provided, however, that, effective immediately upon the occurrence of the Events of Default specified in Section 9.1(e)(ii), (x) the Commitments of each Lender to make Loans and the commitment of each L/C Issuer to Issue Letters of Credit shall each automatically be terminated and (y) each Obligation arising under the Loan Documents (including in each case all accrued but unpaid interest thereon) shall automatically become and be due and payable, without presentment, demand, protest or further notice or other requirement of any kind, all of which are hereby expressly waived by the Borrower (and, to the extent provided in any other Loan Document, any other Loan Party).

Section 9.3 Actions in Respect of Letters of Credit. At any time (i) upon the Revolving Credit Termination Date, (ii) after the Revolving Credit Termination Date when the aggregate funds on deposit in L/C Cash Collateral Accounts shall be less than 105% of the L/C Obligations for all Letters of Credit at such time and (iii) as required by Section 2.12, the Borrower shall pay to the Administrative Agent in immediately available funds at the Administrative Agent’s office referred to in Section 11.11, for deposit in a L/C Cash Collateral Account, the amount required so that, after such payment, the aggregate funds on deposit in the L/C Cash Collateral Accounts equals or exceeds 105% of the L/C Obligations for all Letters of Credit at such time (not to exceed, in the case of clause (iii) above, the payment to be applied pursuant to Section 2.12 to provide cash collateral for Letters of Credit).

Section 9.4 Governmental Approvals. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any foreclosure on, sale, transfer or other disposition of any Collateral or any other action taken in accordance with this Agreement or proposed to be taken hereunder that would affect the operational, voting, or other control of any Loan Party or affect the ownership of the FCC Licenses shall be pursuant to the Communications Laws and, if and to the extent required thereby, subject to the prior consent of the FCC and any other applicable Governmental Authority. Notwithstanding anything to the contrary contained herein, the Administrative Agent and the other Secured Parties shall not take any action pursuant hereto that would constitute or result in any assignment of the FCC Licenses or transfer of control of any Loan Party if such assignment or transfer of control would require, under then existing law (including the Communications Laws), the prior approval of the FCC, without first obtaining such approval of the FCC and notifying the FCC of the consummation of such assignment or transfer of control (to the extent required to do so). During the existence of an Event of Default, each Loan Party agrees to take any reasonable, lawful action which the Administrative Agent may reasonably request in order to obtain and enjoy the full rights and benefits granted to the Administrative Agent and Lenders by this Agreement, including specifically, after the occurrence and during the continuance of an Event of Default, the use of such Loan Party’s commercially reasonable efforts to assist in obtaining any approval of the FCC and any other Governmental Authority that is then required under the Communications Laws or under any other law for any action or transaction contemplated by this Agreement, including, without limitation, the sale or transfer of Collateral. Such efforts shall include, without limitation, sharing with the Administrative Agent any FCC registration numbers, account numbers and passwords for the FCC’s electronic databases and preparing, certifying and filing (or causing to be prepared, certified and filed) with the FCC any portion of any application or applications for consent to the assignment of the FCC Licenses or transfer of control of any Loan Party required to be filed under the Communications Laws for approval of any sale or transfer of Collateral and/or the FCC Licenses.

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Section 9.5 Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 9.1, in the event of any Event of Default under any covenant set forth in Sections 5.1 or 5.2, any equity contribution in respect of the Stock of the Borrower (in the form of common equity, Qualified Stock or other equity having terms reasonably acceptable to the Administrative Agent) made to the Borrower after the last day of any Fiscal Quarter and on or prior to the day that is ten (10) days after the day on which financial statements are required to be delivered for that Fiscal Quarter (or, in the case of the fourth Fiscal Quarter, for such Fiscal Year) will, at the irrevocable request of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) no Specified Equity Contribution shall be given effect pursuant hereto for any Fiscal Quarter unless, immediately after giving effect to such requested Specified Equity Contribution, there will be at least three (3) Fiscal Quarters in the Relevant Four Fiscal Quarter Period (as defined below) in which no Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause Borrower to be in compliance with the financial covenants, (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all purposes under the Loan Documents other than determining compliance with the covenants set forth in Sections 5.1 and 5.2 (including calculating adjusted Consolidated EBITDA for purposes of determining basket levels, pricing and other items governed by reference to Consolidated EBITDA), (d) there shall be no more than two (2) Specified Equity Contributions made in the aggregate after the Closing Date, (e) the proceeds of all Specified Equity Contributions will be promptly applied by the Borrower to prepay amounts outstanding under the Term Loan Facility and (f) any Loans prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with any covenant set forth in Sections 5.1 or 5.2 for the current Fiscal Quarter. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” shall mean, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated EBITDA will be increased as a result of such Specified Equity Contribution.

ARTICLE 10
THE ADMINISTRATIVE AGENT

Section 10.1 Appointment and Duties. (a) Appointment of Administrative Agent. Each Lender and each L/C Issuer hereby appoints GE Capital (together with any successor Administrative Agent pursuant to Section 10.9) as the Administrative Agent hereunder and authorizes the Administrative Agent to (i) execute and deliver the Loan Documents and accept delivery thereof on its behalf from any Group Member, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Administrative Agent under such Loan Documents and (iii) exercise such powers as are reasonably incidental thereto.

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(b) Duties as Collateral and Disbursing Agent. Without limiting the generality of clause (a) above, the Administrative Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders and L/C Issuers), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Lenders and the L/C Issuers with respect to all payments and collections arising in connection with the Loan Documents (including in any proceeding described in Section 9.1(e)(ii) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Loan Document to any Secured Party is hereby authorized to make such payment to the Administrative Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 9.1(e)(ii) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Secured Party), (iii) act as collateral agent for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to the Administrative Agent and the other Secured Parties with respect to the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise and (vii) execute any amendment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that the Administrative Agent hereby appoints, authorizes and directs each Lender and L/C Issuer to act as collateral sub-agent for the Administrative Agent, the Lenders and the L/C Issuers for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Loan Party with, and cash and Cash Equivalents held by, such Lender or L/C Issuer, and may further authorize and direct the Lenders and the L/C Issuers to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to the Administrative Agent, and each Lender and L/C Issuer hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

(c) Limited Duties. Under the Loan Documents, the Administrative Agent (i) is acting solely on behalf of the Lenders and the L/C Issuers (except to the limited extent provided in Section 2.14(b) with respect to the Register and in Section 10.11), with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Administrative Agent”, the terms “agent”, “administrative agent” and “collateral agent” and similar terms in any Loan Document to refer to the Administrative Agent, which terms are used for title purposes only, (ii) is not assuming any obligation under any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender, L/C Issuer or any other Secured Party and (iii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document, and each Lender and L/C Issuer hereby waives and agrees not to assert any claim against the Administrative Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (i) through (iii) above.

Section 10.2 Binding Effect. Each Lender and each L/C Issuer agrees that (i) any action taken by the Administrative Agent or the Required Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents, (ii) any action taken by the Administrative Agent in reliance upon the instructions of Required Lenders (or, where so required, such greater proportion) and (iii) the exercise by the Administrative Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Parties.

Section 10.3 Use of Discretion. (a) No Action without Instructions. The Administrative Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (i) under any Loan Document or (ii) pursuant to instructions from the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders).

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(b) Right Not to Follow Certain Instructions. Notwithstanding clause (a) above, the Administrative Agent shall not be required to take, or to omit to take, any action (i) unless, upon demand, the Administrative Agent receives an indemnification satisfactory to it from the Lenders (or, to the extent applicable and acceptable to the Administrative Agent, any other Secured Party) against all Liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against the Administrative Agent or any Related Person thereof or (ii) that is, in the opinion of the Administrative Agent or its counsel, contrary to any Loan Document or applicable Requirement of Law.

Section 10.4 Delegation of Rights and Duties. The Administrative Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact and any other Person (including any Secured Party). Any such Person shall benefit from this Article 10 to the extent provided by the Administrative Agent.

Section 10.5 Reliance and Liability. (a) The Administrative Agent may, without incurring any liability hereunder, (i) treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(d), (ii) rely on the Register to the extent set forth in Section 2.14, (iii) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Loan Party) and (iv) rely and act upon any document and information (including those transmitted by Electronic Transmission) and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties.

(b) None of the Administrative Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and each Lender, L/C Issuer, and the Borrower hereby waive and shall not assert (and the Borrower shall cause each other Loan Party to waive and agree not to assert) any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of the Administrative Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, the Administrative Agent:

(i) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers and directors of the Administrative Agent, when acting on behalf of the Administrative Agent);

(ii) shall not be responsible to any Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document;

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(iii) makes no warranty or representation, and shall not be responsible, to any Secured Party for any statement, document, information, representation or warranty made or furnished by or on behalf of any Related Person or any Loan Party in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect to any Loan Party, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Lenders) omitted to be transmitted by the Administrative Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by the Administrative Agent in connection with the Loan Documents; and

(iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Borrower, any Lender or L/C Issuer describing such Default or Event of Default clearly labeled “notice of default” (in which case the Administrative Agent shall promptly give notice of such receipt to all Lenders);

and, for each of the items set forth in clauses (i) through (iv) above, each Lender, L/C Issuer and the Borrower hereby waives and agrees not to assert (and the Borrower shall cause each other Loan Party to waive and agree not to assert) any right, claim or cause of action it might have against the Administrative Agent based thereon.

Section 10.6 Agents Individually. The Administrative Agent, the Syndication Agent and their respective Affiliates may make loans and other extensions of credit to, acquire Stock and Stock Equivalents of and engage in any kind of business with, any Loan Party or Affiliate thereof as though it were not acting as Administrative Agent or Syndication Agent, as applicable, and may receive separate fees and other payments therefor. To the extent the Administrative Agent, the Syndication Agent or any of their respective Affiliates makes any Loan or otherwise becomes a Lender hereunder, it shall have and may exercise the same rights and powers hereunder and shall be subject to the same obligations and liabilities as any other Lender and the terms “Lender”, “Revolving Credit Lender”, “Term Loan Lender”, “Required Lender”, “Required Revolving Credit Lender” and “Required Term Loan Lender” and any similar terms shall, except where otherwise expressly provided in any Loan Document, include, without limitation, the Administrative Agent, the Syndication Agent or such Affiliate, as the case may be, in its individual capacity as Lender, Revolving Credit Lender, Term Loan Lender or as one of the Required Lenders, Required Revolving Credit Lenders or Required Term Loan Lenders respectively.

Section 10.7 Lender Credit Decision. Each Lender and each L/C Issuer acknowledges that it shall, independently and without reliance upon the Administrative Agent, any Lender or L/C Issuer or any of their Related Persons or upon any document (including the Disclosure Documents) solely or in part because such document was transmitted by the Administrative Agent or any of its Related Persons, conduct its own independent investigation of the financial condition and affairs of each Loan Party and make and continue to make its own credit decisions in connection with entering into, and taking or not taking any action under, any Loan Document or with respect to any transaction contemplated in any Loan Document, in each case based on such documents and information as it shall deem appropriate. Except for documents expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lenders or L/C Issuers, the Administrative Agent shall not have any duty or responsibility to provide any Lender or L/C Issuer with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party that may come in to the possession of the Administrative Agent or any of its Related Persons.

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Section 10.8 Expenses; Indemnities. (a) Each Lender agrees to reimburse the Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Loan Party) promptly upon demand for such Lender’s Pro Rata Share with respect to the Facilities of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Loan Party) that may be incurred by the Administrative Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement of, or the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, any Loan Document.

(b) Each Lender further agrees to indemnify the Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Loan Party), from and against such Lender’s aggregate Pro Rata Share with respect to the Facilities of the Liabilities (including to the extent not indemnified pursuant to Section 10.8(c), taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender) that may be imposed on, incurred by or asserted against the Administrative Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan Document, any Related Document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by the Administrative Agent or any of its Related Persons under or with respect to any of the foregoing; provided, however, that no Lender shall be liable to the Administrative Agent or any of its Related Persons to the extent such liability has resulted primarily and directly from (i) the gross negligence or willful misconduct of the Administrative Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) a material breach of the Administrative Agent’s obligations under the Loan Documents, as determined by a court of competent jurisdiction in a final non-appealable judgment or order or (iii) any dispute among the Indemnitees other than (x) any claims against the Administrative Agent in its capacity or in fulfilling its role as an administrative agent or any similar role under the Loan Documents and (y) any claims arising out of any act or omission on the part of the Loan Parties or their Affiliates.

(c) To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If any payment is made to any Lender by the Administrative Agent without the applicable withholding Tax being withheld from such payment and the Administrative Agent has paid over the applicable withholding Tax to the IRS or any other Governmental Authority, or the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason not attributable to the Administrative Agent’s gross negligence or willful misconduct, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. The Administrative Agent may offset against any payment to any Lender under a Loan Document, any applicable withholding Tax that was required to be withheld from any prior payment to such Lender but which was not so withheld, as well as any other amounts for which the Administrative Agent is entitled to indemnification from such Lender under this Section 10.8(c).

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Section 10.9 Resignation of Administrative Agent or L/C Issuer. (a) The Administrative Agent may resign at any time by delivering notice of such resignation to the Lenders and the Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective in accordance with the terms of this Section 10.9. If the Administrative Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Administrative Agent. If, after thirty (30) days after the date of the retiring Administrative Agent’s notice of resignation, no successor Administrative Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent. Each appointment under this clause (a) shall be subject to the prior consent of the Borrower, which may not be unreasonably withheld but shall not be required during the continuance of an Event of Default.

(b) Effective immediately upon its resignation, (i) the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents, (ii) the Lenders shall assume and perform all of the duties of the Administrative Agent until a successor Administrative Agent shall have accepted a valid appointment hereunder, (iii) the retiring Administrative Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Administrative Agent was, or because such Administrative Agent had been, validly acting as Administrative Agent under the Loan Documents and (iv) subject to its rights under Section 10.3, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Administrative Agent, a successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent under the Loan Documents.

(c) Any L/C Issuer may resign at any time by delivering notice of such resignation to the Administrative Agent, effective on the date set forth in such notice or, if no such date is set forth therein, on the date such notice shall be effective. Upon such resignation, the L/C Issuer shall remain an L/C Issuer and shall retain its rights and obligations in its capacity as such (other than any obligation to Issue Letters of Credit but including the right to receive fees or to have Lenders participate in any L/C Reimbursement Obligation thereof) with respect to Letters of Credit Issued by such L/C Issuer prior to the date of such resignation and shall otherwise be discharged from all other duties and obligations under the Loan Documents.

Section 10.10 Release of Collateral or Guarantors. Each Lender and L/C Issuer (including in its capacities as a potential Secured Banking Services Provider or Secured Hedging Counterparty) hereby consents to the automatic release and hereby directs the Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate) the following:

(a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Loan Party if (x) such Subsidiary ceases to be a “Subsidiary” as a result of a transaction permitted hereunder or (y) all of the Securities of such Subsidiary owned by any Group Member are Sold in a Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 7.10; and

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(b) any Lien held by the Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder in reliance upon Section 8.2(d) or (e) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations (including Obligations arising under Secured Hedging Agreements and Secured Banking Services Obligations) that the Administrative Agent has been notified (by or on behalf of the holder of such Obligations) in writing are then due and payable (or will be due and payable following notice or expiration of any applicable grace period), (C) deposit of cash collateral with respect to all contingent Obligations (or, in the case of any L/C Obligation, a back-up letter of credit has been issued and delivered to the Administrative Agent, or in the case of contingent Obligations arising under Secured Hedging Agreements or Secured Banking Services Obligations, any other arrangements satisfactory to the applicable Secured Hedging Counterparty or Secured Banking Services Provider shall have been made), in amounts and on terms and conditions and with parties satisfactory to the Administrative Agent (or, in the case of contingent Obligations arising under Secured Hedging Agreements or contingent Secured Banking Services Obligations, satisfactory to the applicable Secured Hedging Counterparty or Secured Banking Services Provider, as applicable) and each Indemnitee that is owed such Obligations and (D) to the extent requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance acceptable to the Administrative Agent.

Each Secured Party hereby directs the Administrative Agent, and the Administrative Agent hereby agrees, promptly (but in any event, within three Business Days of receipt of advance notice from the Borrower and documentation prepared to the reasonable satisfaction of the Administrative Agent), to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.

Section 10.11 Additional Secured Parties. The benefit of the provisions of the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not a Lender or L/C Issuer as long as, by accepting such benefits, such Secured Party agrees, as among the Administrative Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by the Administrative Agent, (except in the case of Secured Hedging Counterparties and Secured Banking Services Providers) shall confirm such agreement in a writing in form and substance acceptable to the Administrative Agent) this Article X, Section 11.8 (Right of Setoff), Section 11.9 (Sharing of Payments) and Section 11.20 (Confidentiality) and the decisions and actions of the Administrative Agent and the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders) to the same extent a Lender is bound; provided, however, that, notwithstanding the foregoing, (a) such Secured Party shall be bound by Section 10.8 only to the extent of Liabilities, costs and expenses with respect to or otherwise relating to the Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall not be limited by any concept of Pro Rata Share or similar concept, (b) except as set forth specifically herein, each of the Administrative Agent, the Lenders and the L/C Issuers shall be entitled to act at its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (c) except as set forth specifically herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan Document.

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Section 10.12 Syndication Agent.

No Lender identified in this Agreement as the Syndication Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, no such lender shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to the relevant Lender in its capacity as Syndication Agent as it makes with respect to the Administrative Agent in Section 10.7.

ARTICLE 11
MISCELLANEOUS

Section 11.1 Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document (other than (i) the Fee Letter, the Control Agreements and the L/C Reimbursement Agreements, (ii) as provided in Section 2.19 with respect to any Incremental Term Loan Assumption Agreement, (iii) as provided in Section 2.20 with respect to an Extension Amendment, (iv) as provided in Section 2.21 with respect to Purchase Offers, (v) as provided in Section 2.22 with respect to a Refinancing Amendment and (vi) as provided in Section 11.23 with respect to Affiliated Lenders) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Secured Parties or extending an existing Lien over additional property, by the Administrative Agent and the Borrower, (2) in the case of any other waiver or consent, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and (3) in the case of any other amendment, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, however, that no amendment, consent or waiver described in clause (2) or (3) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, do any of the following:

(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;

(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;

(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender, (B) any fee or accrued interest payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimbursement Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any L/C Reimbursement Obligation; provided, however, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article 5 or in any definition set forth therein or principally used therein;

(iv) waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment; provided, however, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;

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(v) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;

(vi) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”; or

(vii) amend Section 10.10 (Release of Collateral or Guarantor), Section 11.9 (Sharing of Payments) or this Section 11.1;

and provided, further, that (x)(A)any waiver of any payment applied pursuant to Section 2.12(b) (Application of Mandatory Prepayments) to, and any modification of the application of any such payment to, (1) the Term Loans shall require the consent of the Required Term Loan Lenders and (2) the Revolving Loans shall require the consent of the Required Revolving Credit Lenders, (B) any change to the definition of the term “Required Term Loan Lender” shall require the consent of the Required Term Loan Lenders, (C) any change to the definition of the term “Required Revolving Credit Lender” shall require the consent of the Required Revolving Credit Lenders and (D) any amendment, waiver or consent to any provision of this Agreement (including Section 2.12 and Section 11.9) that permits the Borrower or any of its Affiliates to purchase Loans on a non-pro rata basis, become an eligible assignee pursuant to Section 11.2 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of the Required Lenders rather than the prior written consent of each Lender directly affected thereby, (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, the Administrative Agent (or otherwise modify any provision of Article 10 or the application thereof), the Swingline Lender, any L/C Issuer or any SPV that has been granted an option pursuant to Section 11.2(f) unless in writing and signed by the Administrative Agent, the Swingline Lender, such L/C Issuer or, as the case may be, such SPV in addition to any signature otherwise required and (z) the consent of the Borrower shall not be required to change any order of priority set forth in Section 2.12. No amendment, modification or waiver of this Agreement or any Loan Document altering (i) the ratable treatment of Obligations arising under Secured Hedging Agreements resulting in such Obligations becoming junior in right of payment to principal of the Loans or resulting in Obligations owing to any Secured Hedging Counterparty becoming unsecured (other than releases of Liens applicable to all Lenders and otherwise permitted in accordance with the terms hereof), in each case in a manner adverse to any Secured Hedging Counterparty, shall be effective without the written consent of such Secured Hedging Counterparty or, in the case of a Secured Hedging Agreement provided or arranged by GE Capital or an Affiliate thereof, GE Capital or (ii) the ratable treatment of Secured Banking Services Obligations resulting in such Secured Banking Services Obligations becoming junior in right of payment to principal of the Loans or resulting in the Secured Banking Services Obligations becoming unsecured (other than releases of Liens applicable to all Lenders and otherwise permitted in accordance with the terms hereof), in each case in a manner adverse to any Secured Banking Services Provider, shall be effective without the written consent of such Secured Banking Services Provider or, in the case Secured Banking Services provided or arranged by GE Capital or an Affiliate thereof, GE Capital.

Notwithstanding anything to the contrary contained herein, this Agreement may be amended (or amended and restated) with the written consent of the Administrative Agent, the Required Lenders and the Borrower to add one or more additional credit facilities (including an additional term loan tranche) to this Agreement (it being understood that no Lender shall have any obligation to provide or to commit to provide all or any portion of any such additional credit facility or term loan tranche) and to permit the extensions of credit and the refinancing and/or replacement of the credit facilities from time to time outstanding hereunder and thereunder and the accrued interest and fees in respect hereof and thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and Revolving Loans and the accrued interest and fees in respect thereof (and, in the case of sharing in prepayments, any such credit facility consisting of term loans shall share ratably with the Term Loans, and any such credit facility constituting a revolving facility shall share ratably with the Revolving Loans).

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(b) Each waiver or consent under any Loan Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Loan Party shall entitle any Loan Party to any notice or demand in the same, similar or other circumstances. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

Section 11.2 Assignments and Participations; Binding Effect. (a) Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent and when the Administrative Agent shall have been notified by each Lender and L/C Issuer that such Lender or L/C Issuer has executed it. Thereafter, it shall be binding upon and inure to the benefit of, but only to the benefit of, the Borrower (except for each Section of Article 10 other than Section 10.10), the Administrative Agent, each Lender and L/C Issuer and, to the extent provided in Section 10.11, each other Indemnitee and Secured Party and, in each case, their respective successors and permitted assigns. Except as expressly provided in any Loan Document (including in Section 10.9), none of the Borrower, any L/C Issuer or the Administrative Agent shall have the right to assign any rights or obligations hereunder or any interest herein.

(b) Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than (w) a Non-Funding Lender or Impacted Lender, (x) a natural Person, (y) the Borrower, the Permitted Investors or any of their respective Affiliates except, in each case, in accordance with clause (g) below and (z) a holder of obligations under the Second Lien Credit Agreement or any Subordinated Debt or an Affiliate of such a holder), (ii) any Affiliate or Approved Fund of any existing Lender (other than (x) a Non-Funding Lender or Impacted Lender, (y) a natural Person and (z) the Borrower, the Permitted Investors or any of their respective Affiliates except, in each case, in accordance with clause (g) below) or (iii) any other Person (other than (x) a natural Person and (y) the Borrower, the Permitted Investors or any of their respective Affiliates except, in each case, pursuant to clause (g) below) acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, the Borrower (which acceptance shall be deemed to have been given if the Borrower has not responded within five Business Days of a written request for such acceptance); provided that the written consent of the Borrower shall always be required for assignments to Disqualified Competitors and, with respect to Sales of Revolving Credit Commitments, each L/C Issuer and Swingline Lender that is a Lender; provided, however, that (w) such Sales do not have to be ratable between the Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to a Facility, (x) for each Facility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and L/C Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its

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Affiliates and Approved Funds) entire interest in such Facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent, (y) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in Section 2.2(c)(v) and (z) any assignments of loans and commitments under the Facilities entered into to complete a Successful Syndication shall not be subject to the consent, minimum amounts and fee provisions set forth in this Section 11.2 (except for the Borrower’s right to consent to assignments to Disqualified Competitors). The Administrative Agent’s refusal to accept a Sale to a holder of obligations under the Second Lien Credit Agreement or any Subordinated Debt or an Affiliate of such a holder (including any such holder that is a Lender), or to a Person that would be (or could reasonably be expected to become) a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. Notwithstanding anything to the contrary contained herein, GE Capital shall have the absolute right, without obligation to obtain any consent of the Loan Parties or any Lender, to sell or assign to third parties such portion of GE Capital’s Commitments and Loans as GE Capital deems necessary to enable GE Capital and its Affiliates to ensure that they have no attributable stake in the Borrower for purposes of the regulations of the FCC, or any successor agency thereto, or to otherwise comply with FCC regulations.

(c) Procedure. The parties to each Sale made in reliance on clause (b) above (other than those described in clause (e) or (f) below) shall execute and deliver to the Administrative Agent an Assignment via an electronic settlement system designated by the Administrative Agent (or if previously agreed with the Administrative Agent, via a manual execution and delivery of the assignment) evidencing such Sale, together with any existing Note subject to such Sale (or any affidavit of loss therefor (including customary indemnity provisions provided therein) acceptable to the Administrative Agent), any tax forms required to be delivered pursuant to Section 2.17(f) and, unless waived by the Administrative Agent, payment of an assignment fee in the amount of $3,500, provided that (1) if a Sale by a Lender is made to an Affiliate or an Approved Fund of such assigning Lender, then no assignment fee shall be due in connection with such Sale, and (2) if a Sale by a Lender is made to an assignee that is not an Affiliate or Approved Fund of such assignor Lender, and concurrently to one or more Affiliates or Approved Funds of such assignee, then only one assignment fee of $3,500 shall be due in connection with such Sale. Upon receipt of all the foregoing, and conditioned upon such receipt and, if such assignment is made in accordance with Section 11.2(b)(iii), upon the Administrative Agent (and the Borrower, if applicable) consenting to such Assignment, from and after the effective date specified in such Assignment, the Administrative Agent shall record or cause to be recorded in the Register the information contained in such Assignment.

(d) Effectiveness. Subject to the recording of an Assignment by the Administrative Agent in the Register pursuant to Section 2.14(b), (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment, shall have the rights and obligations of a Lender, (ii) any applicable Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the termination of the Commitments and the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto except that each Lender agrees to remain bound by Article 10, Section 11.8 (Right of Setoff) and Section 11.9 (Sharing of Payments) to the extent provided in Section 10.11 (Additional Beneficiaries of Collateral)).

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(e) Grant of Security Interests. In addition to the other rights provided in this Section 11.2, each Lender may grant a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (A) any federal reserve bank (pursuant to Regulation A of the Federal Reserve Board) or a central bank or other regulator, without notice to the Administrative Agent or (B) any holder of, or trustee for the benefit of the holders of, such Lender’s Securities by notice to the Administrative Agent; provided, however, that no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assignment in accordance with clause (b) above), shall be entitled to any rights of such Lender hereunder and no such Lender shall be relieved of any of its obligations hereunder.

(f) Participants and SPVs. In addition to the other rights provided in this Section 11.2, each Lender may, (x) with notice to the Administrative Agent, grant to an SPV the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make such Loans hereunder) and such SPV may assign to such Lender the right to receive payment with respect to any Obligation and (y) without notice to or consent from the Administrative Agent or the Borrower (except that the written consent of the Borrower shall always be required for participations to Disqualified Competitors), sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Term Loans, Revolving Loans and Letters of Credit); provided, however, that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations, and the rights and obligations of the Loan Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Lender, which shall remain the holder of the Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Sections 2.16 (Breakage Costs; Increased Costs; Capital Requirements) and 2.17 (Taxes), but only to the extent such participant or SPV delivers the tax forms such Lender is required to collect pursuant to Section 2.17(f) and then only to the extent of any amount to which such Lender would be entitled in the absence of any such grant or participation and (B) each such SPV may receive other payments that would otherwise be made to such Lender with respect to Loans funded by such SPV to the extent provided in the applicable option agreement and set forth in a notice provided to the Administrative Agent by such SPV and such Lender, provided, however, that in no case (including pursuant to clause (A) or (B) above) shall an SPV or participant have the right to enforce any of the terms of any Loan Document, and (iii) the consent of such SPV or participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except for those described in clauses (iii) and (iv) of Section 11.1(a) with respect to amounts, or dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and, in the case of participants, except for those described in Section 11.1(a)(v) (or amendments, consents and waivers with respect to Section 10.10 to release all or substantially all of the Collateral). No party hereto shall institute (and the Borrower shall cause each other Loan Party not to institute) against any SPV grantee of an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper of such SPV; provided, however, that each Lender having designated an SPV as such agrees to indemnify each Indemnitee against any Liability that may be incurred by, or asserted against, such Indemnitee as a result of failing to institute such proceeding (including a failure to get reimbursed by such SPV for any such Liability). The agreement in the preceding sentence shall survive the termination of the Commitments and the payment in full of the Obligations.

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(g) Assignments to Affiliated Lenders. (i) Notwithstanding anything else to the contrary contained in this Agreement, any Lender may assign all or a portion of its Term Loans to any Affiliated Lender in accordance with Section 11.2(b), Section 11.23 and this Section 11.2(g); provided that:

(A) the assigning Lender and Affiliated Lender purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit L hereto (an “Affiliated Lender Assignment”) in lieu of an Assignment;

(B) for the avoidance of doubt (but without limitation of the provisions of Section 2.19 permitting Non-Debt Fund Affiliates to provide additional Revolving Credit Commitments in accordance therewith), Lenders shall not be permitted to assign Revolving Credit Commitments or Revolving Loans to any Non-Debt Fund Affiliate or Purchasing Borrower Party;

(C) any Term Loans assigned to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder;

(D) no Purchasing Borrower Party may use the proceeds from Revolving Credit Loans or Swing Loans to purchase any Term Loans and (ii) Term Loans may only be purchased by a Purchaser Borrowing Party if, after giving effect to any such purchase, there shall be no Revolving Credit Outstandings other than undrawn amounts of Letters of Credit;

(E) no Loans may be assigned to an Affiliated Lender pursuant to this Section 11.2(g) if, immediately after giving effect to such assignment, Affiliated Lenders shall collectively constitute more than three (3) Lenders;

(F) no Loans may be assigned to a Non-Debt Fund Affiliate or Purchasing Borrower Party pursuant to this Section 11.2(g) if, immediately after giving effect to such assignment (and any automatic cancellation of any Loans purchased in such assignment), the Affiliated Lender Condition shall not be satisfied; and

(G) Loans held by Affiliated Lenders shall be subject to Section 11.23.

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Section 11.3 Costs and Expenses. Any action taken by any Loan Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of any Secured Party, shall be at the expense of such Loan Party, and no Secured Party shall be required under any Loan Document to reimburse any Loan Party or Group Member therefor except as expressly provided therein. In addition, the Borrower agrees to pay or reimburse upon demand (a) the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Related Persons in connection with the investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any Loan Document, any commitment letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein (including periodic audits in accordance with Sections 7.7 and 7.8), in each case including the reasonable and documented fees, charges and disbursements of one primary legal counsel, one local counsel in each relevant jurisdiction and one specialty counsel for each relevant specialty (including, without limitation, FCC) to the Administrative Agent or such Related Persons, reasonable and documented out-of-pocket fees, costs and expenses incurred in connection with Intralinks^® or any other E-System and allocated to the Facilities by the Administrative Agent in its sole discretion and reasonable and documented fees, charges and disbursements of the auditors, appraisers, printers and other of their Related Persons retained by or on behalf of any of them or any of their Related Persons, (b) subject to Section 7.7, the Administrative Agent for all reasonable and documented costs and expenses incurred by it or any of its Related Persons in connection with internal audit reviews, field examinations and Collateral examinations (which shall be reimbursed, in addition to the reasonable and documented out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by the Administrative Agent for its examiners) and (c) each of the Administrative Agent, its Related Persons, and each Lender and L/C Issuer for all reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, (ii) the enforcement or preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action (including preparation for and/or response to any subpoena or request for document production relating thereto) with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Group Member, Loan Document, Obligation or Related Transaction, including reasonable and documented fees and disbursements of (A) one primary legal counsel, one local counsel in each relevant jurisdiction and one specialty counsel for each relevant specialty (including, without limitation, FCC) to the Administrative Agent, (B) one primary legal counsel, one local counsel in each relevant jurisdiction and one specialty counsel for each relevant specialty (including, without limitation, FCC) and one or more additional counsel if one or more conflicts of interest arise to all of the Lenders and (C) one financial advisor engaged by the Administrative Agent (or legal counsel for the Administrative Agent) for itself and the Lenders.

Section 11.4 Indemnities. (a) The Borrower agrees to indemnify, hold harmless and defend the Administrative Agent, each Lender, each L/C Issuer, each Secured Hedging Counterparty, each Secured Banking Services Provider, each Person that each L/C Issuer causes to Issue Letters of Credit hereunder and each of their respective Related Persons (each such Person being an “Indemnitee”) from and against all Liabilities (including brokerage commissions, fees and other compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or as a result of (i) any Loan Document, any Related Document, any Disclosure Document, any Obligation (or the repayment thereof), any Letter of Credit, the use or intended use of the proceeds of any Loan or the use of any Letter of Credit, any Related Transaction, or any securities filing of, or with respect to, any Group Member, (ii) any commitment letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Group Member or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with

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any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including reasonable and documented attorneys’ fees in any case for one primary counsel for all Indemnified Persons, one local counsel in each relevant jurisdiction, one specialty counsel for each relevant specialty (including, without limitation, FCC) and one or more additional counsel if one or more conflicts of interest arise), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily and directly from (A) the gross negligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (B) a material breach of any such Indemnitee’s obligations under the Loan Documents, as determined by a court of competent jurisdiction in a final non-appealable judgment or order or (C) any dispute among Indemnitees other than (x) any claims against the Administrative Agent in its capacity or in fulfilling its role as an administrative agent or any similar role under the Loan Documents and (y) any claims arising out of any act or omission on the part of the Loan Parties or their Affiliates. Furthermore, the Borrower waives and agrees not to assert against any Indemnitee, and shall cause each other Loan Party to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person. This Section 11.4(a) shall not apply with respect to Taxes other than any Taxes that represent Liabilities arising from any non-Tax claim.

(b) Without limiting the foregoing, “Indemnified Matters” includes all Environmental Liabilities imposed on, incurred by or asserted against any Indemnitee, including those arising from, or otherwise involving, any property of any Related Person or any actual, alleged or prospective damage to property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or natural resource or any property on or contiguous to any real property of any Related Person, whether or not, with respect to any such Environmental Liabilities, any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor-in-interest to any Related Person or the owner, lessee or operator of any property of any Related Person through any foreclosure action, in each case except to the extent such Environmental Liabilities (i) resulted from the gross negligence or willful misconduct of any Indemnitee or (ii) (A) are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the successor-in-interest to any Loan Party and (B) are attributable to acts of such Indemnitee.

Section 11.5 Survival. Any indemnification or other protection provided to any Indemnitee pursuant to any Loan Document (including pursuant to Section 2.17 (Taxes), Section 2.16 (Breakage Costs; Increased Costs; Capital Requirements), Article 10 (The Administrative Agent), Section 11.3 (Costs and Expenses), Section 11.4 (Indemnities) or this Section 11.5) shall (A) survive the termination of the Commitments and the payment in full of other Obligations and (B) inure to the benefit of any Person that at any time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and permitted assigns.

Section 11.6 Limitation of Liability for Certain Damages. In no event shall any Indemnitee or any other party hereto be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). Each party hereto hereby waives, releases and agrees (and shall cause each of its Affiliates to waive, release and agree) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor; provided, however, that each Indemnitee shall be indemnified, held harmless and defended by the Borrower from and against any such claim for special, indirect, consequential or punitive damages that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or as a result of Indemnified Matters (subject to the limitations related thereto in Section 11.4).

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Section 11.7 Lender-Creditor Relationship. The relationship between the Lenders, the L/C Issuers and the Administrative Agent, on the one hand, and the Loan Parties, on the other hand, is solely that of lender and creditor. No Secured Party has any fiduciary relationship or duty to any Loan Party arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between the Secured Parties and the Loan Parties by virtue of, any Loan Document or any transaction contemplated therein.

Section 11.8 Right of Setoff. Each of the Administrative Agent, each Lender, each L/C Issuer and each Affiliate (including each branch office thereof) of any of them is hereby authorized, without notice or demand (each of which is hereby waived by the Borrower), at any time and from time to time during the continuance of any Event of Default and to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and other Indebtedness, claims or other obligations at any time owing by the Administrative Agent, such Lender, such L/C Issuer or any of their respective Affiliates to or for the credit or the account of the Borrower against any Obligation of any Loan Party now or hereafter existing, whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured. Each of the Administrative Agent, each Lender and each L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent in writing after any such setoff and application made by such Lender or its Affiliates; provided, however, that the failure to give such written notice shall not affect the validity of such setoff and application. The rights under this Section 11.8 are in addition to any other rights and remedies (including other rights of setoff) that the Administrative Agent, the Lenders and the L/C Issuers and their Affiliates and other Secured Parties may have.

Section 11.9 Sharing of Payments, Etc. If any Lender, directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Loan Party (whether voluntary, involuntary or through the exercise of any right of setoff or the receipt of any Collateral or “proceeds” (as defined under the applicable UCC) of Collateral) other than pursuant to Sections 2.16 (Breakage Costs; Increased Costs; Capital Requirements), 2.17 (Taxes), 2.18 (Substitution of Lenders), 2.19 (Incremental Term Loans and Commitments), 2.20 (Extension of Loans and Commitments), 2.21 (Loan Repurchases), 2.22 (Refinancing Amendment) and 11.2 (Assignments and Participations; Binding Effect) and other than in connection with any retirement of Term Loans held by a Purchasing Borrower Party and such payment exceeds the amount such Lender would have been entitled to receive if all payments had gone to, and been distributed by, the Administrative Agent in accordance with the provisions of the Loan Documents, such Lender shall purchase for cash from other Secured Parties such participations in their Obligations as necessary for such Lender to share such excess payment with such Secured Parties to ensure such payment is applied as though it had been received by the Administrative Agent and applied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrower, applied to repay the Obligations in accordance herewith); provided, however, that (a) if such payment is rescinded or otherwise recovered from such Lender or L/C Issuer in whole or in part, such purchase shall be rescinded and the purchase price therefor shall be returned to such Lender or L/C Issuer without interest and (b) such Lender shall, to the fullest extent permitted by applicable Requirements of Law, be able to exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. If a Non-Funding Lender receives any such payment as described in the previous sentence, such Lender shall turn over such payments to the Administrative Agent in an amount that would satisfy the cash collateral requirements set forth in Section 2.2(c).

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Section 11.10 Marshaling; Payments Set Aside. No Secured Party shall be under any obligation to marshal any property in favor of any Loan Party or any other party or against or in payment of any Obligation. To the extent that any Secured Party receives a payment from the Borrower, from the proceeds of the Collateral, from the exercise of its rights of setoff, any enforcement action or otherwise, and such payment is subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not occurred.

Section 11.11 Notices. (a) Addresses. All notices, demands, requests, directions and other communications required or expressly authorized to be made by this Agreement shall, whether or not specified to be in writing but unless otherwise expressly specified to be given by any other means, be given in writing and (i) addressed to (A) if to the Borrower, to 220 West 42^nd St., New York, NY 10036, Attention: Hiram Lazar, Tel: (212) 419-2890, Fax: (646) 285-0174, with copy to Kirkland & Ellis LLP, 333 S. Hope Street, Los Angeles, California 90071, Attention: David Nemecek, Tel: (213) 680-8111, Fax: Fax: (213) 808-8107, (B) if to the Administrative Agent or the Swingline Lender, to General Electric Capital Corporation, 11175 Cicero Drive, Suite 600, Attention: Westwood One, Inc. Account Manager, Tel: (678) 624-7900, Fax: (678) 624-7903, with copy to Sidley Austin LLP, One S. Dearborn, Chicago, Illinois, 60603, Attention: Michael Gold, Tel: (312) 853-7148, Fax: (312) 853-7036 and (C) otherwise to the party to be notified at its address specified opposite its name in its administrative questionnaire furnished to the Administrative Agent, on the signature page of any applicable Assignment, or at such other address or facsimile number as may be designated by such party in a notice to the other parties, (ii) posted to Intralinks^® (to the extent such system is available and set up by or at the direction of the Administrative Agent prior to posting) in an appropriate location by uploading such notice, demand, request, direction or other communication to www.intralinks.com, faxing it to 866-545-6600 with an appropriate bar-coded fax coversheet or using such other means of posting to Intralinks^® as may be available and reasonably acceptable to the Administrative Agent prior to such posting, (iii) posted to any other E-System set up by or at the direction of the Administrative Agent in an appropriate location or (iv) addressed to such other address as shall be notified in writing (A) in the case of the Borrower, the Administrative Agent and the Swingline Lender, to the other parties hereto and (B) in the case of all other parties, to the Borrower and the Administrative Agent. Subject to clause (c) below, transmission by electronic mail (including E-Fax, even if transmitted to the fax numbers set forth in clause (i) above) shall not be sufficient or effective to transmit any such notice under this clause (a) unless such transmission is an available means to post to any E-System.

(b) Effectiveness. Subject to clause (c) below, all communications described in clause (a) above and all other notices, demands, requests and other communications made in connection with this Agreement shall be effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii) if delivered by overnight courier service, one Business Day after delivery to such courier service, (iii) if delivered by mail, when deposited in the mails, (iv) if delivered by facsimile (other than to post to an E-System pursuant to clause (a)(ii) or (a)(iii) above), upon sender’s receipt of confirmation of proper transmission, and (v) if delivered by posting to any E-System, on the later of the date of such posting in an appropriate location and the date access to such posting is given to the recipient thereof in accordance with the standard procedures applicable to such E-System; provided, however, that no communications to the Administrative Agent pursuant to Article 2 or Article 10 shall be effective until received by the Administrative Agent.

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(c) Electronic Delivery. Notwithstanding anything herein to the contrary, documents required to be delivered (i) pursuant to Article 6 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date that is the earlier of the date (A) on which the Borrower sends such documents by electronic mail or by other electronic methods of transmission to the Administrative Agent or (B) on which such documents are posted by the Borrower or on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) and (ii) pursuant to Section 11.2 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date that is the earlier of the date on which the delivering party sends such documents by electronic mail or by other electronic methods of transmission to the Administrative Agent or other recipient party. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Section 11.12 Electronic Transmissions. (a) Authorization. Subject to the provisions of Section 11.11(a) and (c), each of the Administrative Agent, the Borrower, the Lenders, the L/C Issuers and each of their Related Persons is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Loan Document and the transactions contemplated therein. The Borrower and each Secured Party hereby acknowledges and agrees, and the Borrower shall cause each other Group Member to acknowledge and agree, that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions. The posting, completion and/or submission by any Loan Party of any communication pursuant to an E-System shall constitute a representation and warranty by the Loan Parties that any representation, warranty, certification or other similar statement required by the Loan Documents to be provided, given or made by a Loan Party in connection with any such communication is true, correct and complete in all material respects except as expressly noted in such communication or E-System.

(b) Signatures. Subject to the provisions of Section 11.11(a) and (c), (i)(A)no posting to any E-System shall be denied legal effect merely because it is made electronically, (B) each E Signature on any such posting shall be deemed sufficient to satisfy any requirement for a “signature” and (C) each such posting shall be deemed sufficient to satisfy any requirement for a “writing”, in each case including pursuant to any Loan Document, any applicable provision of any UCC, the federal Uniform Electronic Transactions Act, the Electronic Signatures in Global and National Commerce Act and any substantive or procedural Requirement of Law governing such subject matter, (ii) each such posting that is not readily capable of bearing either a signature or a reproduction of a signature may be signed, and shall be deemed signed, by attaching to, or logically associating with such posting, an E-Signature, upon which each Secured Party and Loan Party may rely and assume the authenticity thereof, (iii) each such posting containing a signature, a reproduction of a signature or an E-Signature shall, for all intents and purposes, have the same effect and weight as a signed paper original and (iv) each party hereto or beneficiary hereto agrees not to contest the validity or enforceability of any posting on any E-System or E-Signature on any such posting under the provisions of any applicable Requirement of Law requiring certain documents to be in writing or signed; provided, however, that nothing herein shall limit such party’s or beneficiary’s right to contest whether any posting to any E-System or E-Signature has been altered after transmission.

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(c) Separate Agreements. All uses of an E-System shall be governed by and subject to, in addition to Section 11.11 and this Section 11.12, separate terms and conditions posted or referenced in such E-System and related Contractual Obligations executed by Secured Parties and Group Members in connection with the use of such E-System.

(d) Limitation of Liability. All E-Systems and Electronic Transmissions shall be provided “as is” and “as available”. None of Administrative Agent or any of its Related Persons warrants the accuracy, adequacy or completeness of any E-Systems or Electronic Transmission, and each disclaims all liability for errors or omissions therein. No Warranty of any kind is made by the Administrative Agent or any of its Related Persons in connection with any E Systems or Electronic Communication, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects. The Borrower and each Secured Party agrees (and the Borrower shall cause each other Loan Party to agree) that the Administrative Agent has no responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Electronic Transmission or otherwise required for any E-System.

Section 11.13 Governing Law. This Agreement, each other Loan Document that does not expressly set forth its applicable law, and the rights and obligations of the parties hereto and thereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York without regard to conflict of law principles that would result in the application of any law other than the State of New York.

Section 11.14 Jurisdiction. (a) Submission to Jurisdiction. Any legal action or proceeding with respect to any Loan Document shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern District of New York and, by execution and delivery of this Agreement, each of the parties hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided that nothing in this Agreement shall limit the right of Agent to commence any proceeding in the federal or state courts of any other jurisdiction to the extent Agent determines that such action is necessary or appropriate to exercise its rights or remedies under the Loan Documents. The parties hereto (and, to the extent set forth in any other Loan Document, each other Loan Party) hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non-conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.

(b) Service of Process. Each party hereto (and, to the extent set forth in any other Loan Document, each other party thereto) hereby irrevocably waives personal service of any and all legal process, summons, notices and other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States of America with respect to or otherwise arising out of or in connection with any Loan Document by any means permitted by applicable Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address of each party specified in Section 11.11 (and shall be effective when such mailing shall be effective, as provided therein). Each party hereto (and, to the extent set forth in any other Loan Document, each other party thereto) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) Non-Exclusive Jurisdiction. Nothing contained in this Section 11.14 shall affect the right of the Administrative Agent or any Lender to serve process in any other manner permitted by applicable Requirements of Law or commence legal proceedings or otherwise proceed against any Loan Party in any other jurisdiction.

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Section 11.15 Waiver of Jury Trial. Each party hereto hereby irrevocably waives trial by jury in any suit, action or proceeding with respect to, or directly or indirectly arising out of, under or in connection with, any Loan Document or the transactions contemplated therein or related thereto (whether founded in contract, tort or any other theory). Each party hereto (A) certifies that no other party and no Related Person of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (B) acknowledges that it and the other parties hereto have been induced to enter into the Loan Documents, as applicable, by the mutual waivers and certifications in this Section 11.15.

Section 11.16 Severability. Any provision of any Loan Document being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of any Loan Document or any part of such provision in any other jurisdiction.

Section 11.17 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

Section 11.18 Entire Agreement. The Loan Documents embody the entire agreement of the parties and supersede all prior agreements and understandings relating to the subject matter thereof and any prior letter of interest, commitment letter, fee letter, confidentiality and similar agreements involving any Loan Party and any of the Administrative Agent, any Lender or any L/C Issuer or any of their respective Affiliates relating to a financing of substantially similar form, purpose or effect; provided, however, that those provisions of the Commitment Letter and Fee Letter that are expressly stated as surviving the execution and delivery of the Loan Documents pursuant to provisions of the Commitment Letter set forth under this heading “Survival” and the corresponding provisions of the Fee Letter, shall survive the execution and delivery of the Loan Documents. In the event of any conflict between the terms of this Agreement and any other Loan Document, the terms of this Agreement shall govern (unless such terms of such other Loan Documents are necessary to comply with applicable Requirements of Law, in which case such terms shall govern to the extent necessary to comply therewith).

Section 11.19 Use of Name. (a) The Borrower agrees, and shall cause each other Loan Party to agree, that it shall not, and none of its Affiliates shall, issue any press release or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering of the Securities of any Loan Party) using the name, logo or otherwise referring to GE Capital, ING or any other Lender or of any of their respective Affiliates, the Loan Documents or any transaction contemplated therein to which the Secured Parties are party without at least two (2) Business Days’ prior notice to such Person and without the prior consent of such Person except to the extent required to do so under applicable Requirements of Law and then, only after consulting with such Person prior thereto.

(b) Subject to the immediately succeeding sentence, the Borrower consents to the publication by the Administrative Agent or any Lender of any press release, tombstone, advertising or other promotional materials (including, without limitation, via any Electronic Transmission) relating to the financing transactions contemplated by this Agreement using such Group Member’s name, product photographs, logo or trademark. The Administrative Agent or such Lender shall provide a draft of any such press release, advertising or other promotional material to Borrower for review and comment prior to the publication thereof.

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Section 11.20 Non-Public Information; Confidentiality. (a) Each Lender and L/C Issuer acknowledges and agrees that it may receive material non-public information hereunder concerning the Loan Parties and their Affiliates and Securities. The Lenders are aware of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.

(b) Each Lender, L/C Issuer and the Administrative Agent agrees to use all reasonable efforts to maintain, in accordance with its customary practices, the confidentiality of information obtained by it pursuant to any Loan Document and designated in writing by any Loan Party as confidential, except that such information may be disclosed (i) with the Borrower’s written consent, (ii) to Related Persons of such Lender, L/C Issuer or the Administrative Agent, as the case may be, or to any Person that any L/C Issuer causes to Issue Letters of Credit hereunder, that are advised of the confidential nature of such information and are instructed to keep such information confidential in accordance with the terms hereof, (iii) to the extent such information presently is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 11.20 or (B) available to such Lender, L/C Issuer or the Administrative Agent or any of their Related Persons, as the case may be, from a source (other than any Loan Party or any of its Affiliates) not known to them to be subject to disclosure restrictions, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Governmental Authority, (v) to the extent necessary or customary for inclusion in league table measurements or in any tombstone or other advertising materials (and the Loan Parties consent to the publication of such tombstone or other advertising materials by the Administrative Agent, any Lender, any L/C Issuer or any of their Related Persons), (vi) to the National Association of Insurance Commissioners or any similar organization, any examiner or any nationally recognized rating agency or otherwise to the extent consisting of general portfolio information that does not identify Loan Parties, (vii) to current or prospective assignees, SPVs (including the investors or prospective investors therein), grantees of any option described in Section 11.2(f) or participants, direct or contractual counterparties to any Hedging Agreement permitted hereunder and to their respective Related Persons, in each case to the extent such assignees, participants, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 11.20 (and such Person may disclose information to their respective Related Persons in accordance with clause (ii) above), (viii) to any other party hereto, and (ix) in connection with the exercise or enforcement of any right or remedy under any Loan Document, in connection with any litigation or other proceeding to which such Lender, L/C Issuer or the Administrative Agent or any of their Related Persons is a party or bound, to the extent necessary to respond to public statements or disclosures by Loan Parties or their Related Persons referring to a Lender, L/C Issuer or the Administrative Agent or any of their Related Persons. In the event of any conflict between the terms of this Section 11.20 and those of any other Contractual Obligation entered into with any Loan Party (whether or not a Loan Document), the terms of this Section 11.20 shall govern. Any Person required to maintain the confidentiality of information as provided in this Section 11.20 shall be considered to have complied with its obligation to do so if such Person has exercised at least the same degree of care to maintain the confidentiality of such Information as such Person accords its own confidential information.

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Section 11.21 Actions in Concert. Notwithstanding anything herein or in the other Loan Documents to the contrary, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce its rights against any Loan Party arising out of this Agreement or any other Loan Document (including exercising any rights of setoff) without first obtaining the prior written consent of the Administrative Agent or the Required Lenders, it being the intent of the Lenders that any such action to protect or enforce rights under this Agreement and the other Loan Documents shall be taken in concert and at the direction or with the consent of the Administrative Agent or the Required Lenders.

Section 11.22 Patriot Act Notice. Each Lender subject to the USA Patriot Act of 2001 (31 U.S.C. 5318 et seq.) hereby notifies the Borrower that, pursuant to Section 326 thereof, it is required to obtain, verify and record information that identifies the Borrower, including the name and address of the Borrower and other information allowing such Lender to identify the Borrower in accordance with such act.

Section 11.23 Affiliated Lenders. (a) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (i) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Loan Parties are not invited, (ii) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders (and their auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Loan Party or its representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans required to be delivered to Lenders pursuant to Article 2), or (iii) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against the Administrative Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of such Agent or any other such Lender under the Loan Documents.

(b) Notwithstanding anything in Section 11.1 or the definition of “Required Lenders”, “Required Revolving Credit Lenders” or “Required Term Loan Lenders” to the contrary, for purposes of determining whether the Required Lenders, the Required Term Loan Lenders or the Required Revolving Credit Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, all Loans held by any Non-Debt Fund Affiliate shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders, Required Revolving Lenders or Required Term Loan Lenders have taken any actions and no Non-Debt Fund Affiliate shall be entitled to vote hereunder in connection with such Loans; provided, however, that the commitments of any Non-Debt Fund Affiliate shall not be increased, the due dates for payment of interest and scheduled amortization (including at maturity) owned to any Non-Debt Fund Affiliate will not be extended and the amounts owing to any such Non-Debt Fund Affiliate will not be reduced without the written consent of such Non-Debt Fund Affiliate.

(c) Additionally, the Loan Parties and each Non-Debt Fund Affiliate hereby agree that if a case under Title 11 of the United States Code is commenced against any Loan Party, such Loan Party shall seek (and each Non-Debt Fund Affiliate shall consent) to provide that the vote of any Non-Debt Fund Affiliate (in its capacity as a Lender) with respect to any plan of reorganization of such Loan Party shall not be counted except that such Non-Debt Fund Affiliate’s vote (in its capacity as a Lender) may be

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counted to the extent any such plan of reorganization proposes to treat the Obligations held by such Non-Debt Fund Affiliate in a manner that is less favorable in any material respect to such Non-Debt Fund Affiliate than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower. Each Non-Debt Fund Affiliate hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Non-Debt Fund Affiliate’s attorney-in-fact, with full authority in the place and stead of such Non-Debt Fund Affiliate and in the name of such Non-Debt Fund Affiliate (solely in respect of Loans and participations therein and not in respect of any other claim or status such Non-Debt Fund Affiliate may otherwise have), from time to time in the Administrative Agent’s discretion to vote such Non-Debt Fund Affiliate’s claims in the same proportion, for or against, as votes were cast on each matter by Lenders that are not Affiliated Lenders and take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this paragraph.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

WESTWOOD ONE, INC.,         AS BORROWER
By:	/s/ Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer
GENERAL ELECTRIC CAPITAL CORPORATION         AS ADMINISTRATIVE AGENT, L/C ISSUER,         SWINGLINE LENDER AND LENDER
By:	/s/ Laura S. DeAngelis
	Name:	Laura S. DeAngelis
	Title:	Duly Authorized Signatory
ING CAPITAL LLC,         AS SYNDICATION AGENT AND LENDER
By:	/s/ Stephen M. Nettler
	Name:	Stephen M. Nettler
	Title:	Managing Director

CREDIT AGREEMENT
WESTWOOD ONE, INC.

SCHEDULE 1.1A

Certain EBITDA Adjustments — Broadcast Cash Flow

Period Ending	Add-Back Amount (000s)*
September 30, 2011	$	23,804
December 31, 2011	$	23,804
March 31, 2012	$	20,494
June 30, 2012	$	15,032
September 30, 2012	$	7,786
December 31, 2012	$	0

* The add-back for Consolidated EBITDA for purposes of the Consolidated Closing Leverage Ratio for clause (b)(xiii) of Consolidated EBITDA shall be $23,804,000.

SCHEDULE 1.1A-1

SCHEDULE 1.1B

Certain EBITDA Adjustments — Non-Broadcast Cash Flow

Period Ending	Add-Back Amount (000s)*
September 30, 2011	$	1,744,000
December 31, 2011	$	1,744,000
March 31, 2012	$	1,476,000
June 30, 2012	$	1,073,000
September 30, 2012	$	537,000
December 31, 2012	$	0

* The add back for Consolidated EBITDA for purposes of the Consolidated Closing Leverage Ratio for clause (b)(xiv) of Consolidated EBITDA shall be $1,744,000.

SCHEDULE 1.1B-1

SCHEDULE 1.1C

Existing Letters of Credit

					Stated Expiry
Beneficiary					Date (with
Name	LC No.		Issue Date		evergreen)		Amount
NLC-Lindblade, LLC		NZS652468		12/17/2009		12/17/2010	$	218,889
Marsh & McLennan Companies, Inc.		NZS651048		11/20/2009		11/30/2010	$	1,000,000

SCHEDULE 1.1C-1

SCHEDULE I

Commitments

	REVOLVING CREDIT
LENDER	COMMITMENT		TERM LOAN COMMITMENT
GENERAL ELECTRIC CAPITAL CORPORATION	$	12,500,000	$	105,500,000
ING CAPITAL LLC	$	12,500,000	$	49,500,000
AGGREGATE COMMITMENTS	$	25,000,000	$	155,000,000

SCHEDULE I-1

SCHEDULE 4.2

Permits, Consents and Notices

None.

SCHEDULE 4.3

Ownership of Group Members

				Number
				and
				Percentage
				of
				Outstanding
				Shares
			Number of	Owned,
		Number of	Outstanding	directly or
	Jurisdiction of	Shares of	Shares as of	indirectly,
	Incorporation or	Authorized	the Closing	by
Name	Organization	Stock	Date	Borrower
Westwood One, Inc.	Delaware	5,000,000,000 Class A Common Stock 35,000,000 Class B Common Stock 200,000 Preferred Stock, of which 20,000 is Series A Preferred Stock	22,637,975 Class A Common Stock 34,237,638 Class B Common Stock 9,691.374 Series A Preferred Stock	N/A
WESTWOOD ONE PROPERTIES, INC.	Delaware	1,000	1,000	100%
Westwood One Stations — NYC, Inc.	Delaware	1,000	100	100%
WESTWOOD ONE RADIO, INC.	California	10,000 Common Stock 100,000 Preferred Stock	120 common 0 preferred	100% N/A
Westwood One Radio Networks, Inc.	Delaware	1,000	1,000	100%
Westwood National Radio Corporation	Delaware	1,000	100	100%
Verge Media Companies, LLC	Delaware	N/A	N/A	100%
Verge Media Group Holdings, Inc.	Delaware	1,000	100	100%

				Number
				and
				Percentage
				of
				Outstanding
				Shares
			Number of	Owned,
		Number of	Outstanding	directly or
	Jurisdiction of	Shares of	Shares as of	indirectly,
	Incorporation or	Authorized	the Closing	by
Name	Organization	Stock	Date	Borrower
Verge Media Intermediate Holdings, Inc.	Delaware	1,000	100	100%
Verge Media, Inc.	Delaware	1,000	100	100%
Verge Media Solutions, LLC	Delaware	N/A	N/A	100%
Excelsior Radio Networks, LLC	Delaware	N/A	N/A	100%
EXBT, LLC	Delaware	N/A	N/A	100%
Dial Communications Global Media, LLC	Delaware	N/A	N/A	100%
RDG EXCELSIOR HOLDINGS, LLC	Delaware	N/A	N/A	100%
Triton Network Group, LLC	Colorado	N/A	N/A	100%
ExcelsiorTM, Inc.	Delaware	1,000	1,000	100%
Triton Media Networks, LLC	Colorado	N/A	N/A	100%
Triton Radio Network Ventures, LLC	Colorado	N/A	N/A	100%
JPN, LLC	Colorado	N/A	N/A	100%
Triton Radio Holdings, LLC	Colorado	N/A	N/A	100%
Triton MediaAmerica, Inc.	New York	100	100	100%
Triton Radio Networks, LLC	Colorado	N/A	N/A	100%
American Comedy Network, LLC	Colorado	N/A	N/A	100%

Stock Equivalents of Group Members (other than Borrower), Subsidiaries of Group Members and Joint Ventures of Any of Them

Stock Equivalents

None.

Subsidiaries and Joint Ventures

			Number and
			Percentage of
			Outstanding
			Shares Owned,
	Jurisdiction of		directly or
Name of Joint	Incorporation or	Number of Shares of	indirectly, by
Venture	Organization	Authorized Stock	Borrower
View 2 Records, LLC	Colorado	N/A	50%
U.S.A. Biker Nation Radio Programming, LLC	Colorado	N/A	50%
SRLP, L.P.	Delaware	N/A	~ 15%
POP Radio LP	Delaware	N/A	20%

			Number and
			Percentage of
			Outstanding
			Shares Owned,
	Jurisdiction of		directly or
Name of Joint	Incorporation or	Number of Shares of	indirectly, by
Venture	Organization	Authorized Stock	Borrower
Ex-Band Syndications, Inc.	Nevada	25,000,000 Common Stock 300,000 Series A Convertible Preferred Stock	150,000 Series A Convertible Preferred Stock (~15% total equity)
VoodooVox, Inc.	Delaware	16,000,000 Common Stock 11,465,413 Preferred Stock	102,336 Common Stock (less than 5% total equity)
Clancy Productions, LLC	Texas	N/A	25%

Schedule 4.7

Litigation

None.

Schedule 4.8

Taxes

Verge Media Companies, Inc. is currently undergoing an Internal Revenue Service Audit for tax year
2008. Verge Media Companies, Inc. has been advised by the auditor that he is recommending a no
change letter be issued by the Internal Revenue Service. Verge Media Companies, Inc. will be
merged to form Verge Media Companies, LLC.

SCHEDULE 4.12

Labor Matters

1. Agreement between Westwood One, Inc. and Local 1200 of the International Brotherhood of Electrical Workers (IBEW) — Washington, D.C.

2. Agreement between the American Federation of Television and Radio Artists (AFTRA) and Westwood One, Inc.- Newscasters

3. Agreement between the American Federation of Television and Radio Artists (AFTRA) and Westwood One, Inc.- News Editors, Sports Audio Journalists, Sports Associate Producers

4. Contract for Staff Announcers by and between Excelsior Radio Networks, LLC and American Federation of Television and Radio Artists dated January 1, 2011

5. Contract for Engineers by and between Excelsior Radio Networks, LLC and American Federation of Television and Radio Artists dated August 1, 2010

SCHEDULE 4.14

Environmental Matters

None.

SCHEDULE 4.16

Real Property

Record Owner	Property
Douglas Emmett 1997, LLC	11812 San Vincente Blvd., 3rd Floor, Los Angeles, CA 90049*
Parkway 233 North Michigan, LLC	233 North Michigan Ave., Chicago, IL 60601*
Holualoa Paragon E & R, LLC an Arizona Limited Liability Company	25070 W. Avenue Stanford, Valencia, CA 91355*
SFX Entertainment, Inc., d/b/a Clear Channel Entertainment	220 W 42nd St., 3rd, 4th & 14th Floor, New York, NY 10036
Stanton Development Corporation	660 Pennsylvania, Ave, Suite 303, Washington, DC 20003
Highlands Square Center, LTD	8500 & 8250 S. Akron Street Suite 103, 201, 202, 203, 204, 205 & 206, Centennial, CO 80112*
BREOF AIP Dallas LP	2002 Academy Lane, Valley View Commerce Center Farmers, TX 75234*
BREOF AIP Dallas LP	2002 Academy Lane, Valley View Commerce Center Farmers, TX 75234 — Warehouse Space*
Selig Real Estate Holdings Fifteen	3131 Elliot Ave, Suite 771 Seattle, WA 98121*
DOLP 1133 Properties, LLC	1133 Avenue of Americas, 13th Floor, New York, NY 10036*
McGhee Holdings, LLC	21 Music Square, Nashville, TN 37203*
Imperial Ave Holdings, LLC	25 Imperial Ave, Westport, CT 06881*

Record Owner	Property
Donna Geraci and Martin Edo	91-93 River Street, Milford, CT 06460*
	295 Main St., Offices 1088B, 1090 & 1092, Buffalo, NY 14203*
	300 Buttermilk Pike, St 334 (1st floor), Ft. Mitchell, KY 41017*
	15303 Ventura Blvd., Suite 1500, Sherman Oaks, CA 91403*
MDC Properties, Inc.	470 3rd Street, Ste #200, 201 & 205, San Francisco, CA 94107*
CBS News, Inc.	2000 M Street, NW, Washington, DC
CBS Broadcasting, Inc.	524 West 57th Street, New York, NY
CBS Broadcasting, Inc.	2020 M Street, N.W., Washington, D.C.
NLC Lindblade	8944 Lindblade Street, Culver City, Los Angeles, CA 90232
NLC Lindblade	8965 Lindblade Street, Culver City, Los Angeles, CA 90232
NLC Lindblade	8935 Lindblade Street, Culver City, Los Angeles, CA 90232
Route 20/20, LLC	430 East Genesee Street, Syracuse, NY 13202
Paragon Business Center	25061 W. Avenue Stanford, Suite 130, Valencia, CA
Paragon Business Center	25061 W. Avenue Stanford, Suite 100, Valencia, CA
Marsh & McLennan Companies, Inc.	1166 Avenue of the Americas, 10th Floor, New York, NY 10036
Merit Albuquerque Limited Partnership	1601 Randolph SE, Albuquerque, NM 87106
OTR	1701 Directors Blvd., Austin, TX 78744
Lexington Charles Limited Partnership	201 North Charles Street, Baltimore, MD 21202 (Buyout obtained)
Homewood Plaza, LLC	3125 Independence Drive, Birmingham, AL 35209
FSP Park Seneca Limited Partnership	1515 Mockingbird Lane, Charlotte, NC 28209
Duke Realty Partnership	312 Plum Street, Suite 910, Cincinnati, OH 45202
Independence Tower, Ltd	5755 Granger Road, Independence, OH 44131

Record Owner	Property
Executive Tower of Colorado Springs, LLC	2864 South Circle Drive, Colorado Springs, CO 80906
Continent Commercial 1 LLC	6230 Busch Blvd., Suite 490, Columbus, OH 43229
Liberty Property Limited Partnership	200 Centreport Drive, Suite 175, Greensboro, NC 27409
Northland Goodwin, LLC	225 Asylum Street, Hartford, CT 06103
Marian H. King	309 Third Street, New Cumberland, PA 17070
Breof Castleton Park Reo LLC	6081 E. 82nd Street, Indianapolis, IN 46250
South Shore Group Partners, LLC	841 Prudential Drive, Jacksonville, FL 32207
Highwoods Realty Limited Partnership	4330 Shawnee Mission Pkwy, Fairway, KS
Cameron Court	4290 Cameron Street, Suite #1, Las Vegas, NV 89103
One Financial Center	One Financial Plaza, Little Rock, AK 72211
Kaden-T Limited Parnership	6100 Dutchmans Lane, Louisville, KY 40205
Nonconnah Holdings, LLC	2600 Nonconnah Blvd., Memphis, TN 38132
Towne Realty, Inc.	633 W. Wisconsin Avenue, Milwaukee, WI 53203
CSM Investors, Inc.	Gateway Business Center, 2100-2140 County Road C West, Roseville, MN 55113
GNL Mobile, LLC	851 East I-65 Service Rd. South, Mobile, AL 36616
Ernest G. Herman, Trustee, c/o Mission Property Company	5556 Franklin Road, Nashville, TN 37220
Winter Park Financial Center LLC	631 S. Orlando Avenue, Suite 100, Winter Park, FL 32789

Record Owner	Property
Greentree Parkway Associates, LP	Seven Parkway Center, Pittsburgh, PA 15220
One Pacific Square CF, LLC	220 NW Second Avenue, Portland, OR 97209
CB Westchase, INC.	4020 WestChase Blvd., Raleigh, NC 27607
World Savings Bank, FSB	1510 Arden Way, Sacramento, CA 95815
THF 8251 Maryland Development, LLC	8251 Maryland Avenue, Clayton, MO 63105
Security National Life Insurance Company	5300 South 360 West, Suite 300, Murray, UT 84123
The Catholic Life Insurance Building	1635 NE Loop 410, San Antonio, TX 78209
The Hearn Company	591 Camino De La Reina, Suite 525, San Diego, CA 92108
Cherry Hill Orchards Or Wenatchee, LLC	1522 Washington Street, Suite 209, Spokane, WA 99201
State Tower Of Syracuse Associates LLC	109 South Warren Street, Syracuse, NY 13202
CCMH Tampa AP LLC d/b/a Tampa Airport Marriott Hotel	Tampa Airport Marriott Hotel, Tampa International Airport, Second Floor, Suite A-3 of the Hotel-Office Complex, Hillsborough County, Tampa, FL 33607
Belvedere Investment Associates LLC	1601 Belvedere Road, West Palm Beach, FL 33406
Regent Business Centers San Francisco, LLC	555 California Street, 3rd Floor, San Francisco, CA 94104

Record Owner	Property
Corporate Office Centers	11330 Lakefield Drive, Building Two, Suite 200, Duluth, GA 30097
Meridian Business Centers-Office-Partners, LP	320 Decker Drive, 1st Floor, Irving, TX 75062
Beck Office Center, LLC	28345 Beck Road, Suite 100, Wixom, MI 48393
CBS Broadcasting, Inc. (original lease is between CBS Broadcasting, Inc. and GD 22 W. Washington LLC)	22 West Washington Street, Chicago, IL 60602
DB Consulting Group, Inc.	8455 Colesville Road, Suite 800, Silver Spring, MD 20910

* Subleased property; record owner unknown.

SCHEDULE 8.1

Indebtedness

1. As indicated below:

	Letter of Credit
Bank	ID Number	Beneficiary	Amount
Wells Fargo Bank, N.A.	00651048	Marsh & McLennan Companies, Inc.	$	1,000,000.00
Wells Fargo Bank, N.A.	00652468	NLC-Lindblade, LLC	$	218,889.00
Bank of America, N.A.	585744	SFX Entertainment	$	763,120.23	1

2.	The Sale Leaseback Transaction involving 8944 Lindblade Street, 8965 Lindblade Street and 8935 Lindblade Street, each in Culver City, California with respect to Indebtedness in the amount of $8,000,000.
3.	Promissory Note, dated February 1, 2010, by Metro Networks Communications, Inc. in favor of Security National Life Insurance Company, in the principal sum of $124,439.28.
4.	Lease tail liability in the amount of approximately $2,800,000 associated with facilities that Metro Traffic exited from 2008 to 2010.
5.	Master Services Agreement, dated September 1, 2011, between New Skies Satellites B.V. and Westwood One, Inc., a capital lease, with a monthly service fee of $39,204.50.

¹ Backstop letter of credit to be issued for 105% or $801,276.25.

SCHEDULE 8.2

Liens

Jurisdiction	File Number & Date	Debtor	Secured Party	Collateral
Delaware	#2008 0056398 01/04/2008	Westwood One, Inc.	IBM Credit LLC	Equipment
Delaware	# 2007 0653138 02/20/2007	Excelsior Radio Networks, Inc.	Dell Financial Services, L.P.	Equipment
Delaware	# 2008 3315619 09/30/2008	Excelsior Radio Networks, LLC	US Bancorp	Equipment
Delaware	# 2008 4142541 12/12/2008	Excelsior Radio Networks, LLC	US Bancorp	Equipment
Delaware	# 2009 0659646 03/03/2009	Excelsior Radio Networks, LLC	US Bancorp	Equipment
Delaware	# 2010 0392328 02/02/2010	Excelsior Radio Networks, LLC	US Bancorp	Equipment

Joint escrow account between Westwood One, Inc. and Clear Channel Communications, Inc. in favor of Deutsche Bank Trust Company Americas.

Sidewalk Lien, control number 000366779 — 01, on Westwood One, Inc. by New York Bureau of Highway Operations dated October 22, 1991.

NY City Tax Warrant, control number 002652452 — 01, on American Comedy Network, Inc., by NYC Department of Finance dated January 12, 2010, in the amount of $457.22.

NY City Tax Warrant, control number 002652449 — 01, on JPN, Inc., by NYC Department of Finance dated January 12, 2010, in the amount of $457.22.

Security Deposit Account # 18-712-123-2614577 of Triton MediaAmerica, Inc. with Wachovia Financial Center for New York office space located at 1133 Avenue of the Americas, New York, NY 10036, with maturity date of May 29, 2011, automatically renewable for 365-days, with a maturity value of $538,496.81.

SCHEDULE 8.3

Investments

Issuer	Number of Shares	Par Value	Owner
POP Radio LP	20% limited partnership interest	N/A	Westwood One, Inc.

1. Excelsior Radio Networks, LLC holds 150,000 Series A Convertible Preferred Stock of Ex-Band Syndications, Inc.

2. Triton Radio Networks, LLC (formerly) Jones Radio Networks, Inc. holds 102,336 common shares of VoodooVox, Inc.

3. ExcelsiorTM, Inc. holds a 25% equity interest in Clancy Productions LLC.

4. Triton Radio Network Ventures, LLC holds a 50% equity interest in View 2 Records, LLC.

5. Triton Radio Networks, LLC holds a 50% equity interest in U.S.A. Biker Nation Radio Programming, LLC.

6. Triton MediaAmerica, Inc. holds an approximately 15% limited partnership interest in SRLP, L.P.

Schedule 8.9

Transactions with Affiliates

1. Investor Rights Agreement, dated as of April 23, 2009, among Westwood One, Inc., Gores Radio Holdings, LLC, the other investors identified on the signature pages thereto and the parties that have executed joinder agreements in accordance with the terms thereof, as amended (Parent will use commercially reasonable efforts to terminate this agreement).

2. Agreement, dated July 22, 2011, among Westwood One, Inc., Gores Capital Partners II, L.P., and Gores Co-Invest Partnership II, L.P.

3. Guaranty, dated as of April 29, 2011, between Gores Capital Partners II, L.P. and Gores Co-Invest Partnership II, L.P., each a Delaware limited partnership and Clear Channel Acquisition LLC.

Related Parties	Purpose	Description
Dial Global w/Ex-Band,Inc — AmericanHit	Barter Sales	Representation agreement by and between Dial Global and Ex-Band Syndications, Inc dated May 16, 2006
Dial Global w/Ad Radio Enterprise Inc	Barter Sales	Representation agreement by and between Dial Global and Ad Radio Enterprise, Inc dated January 1, 2005
Triton Media Group LLC / Excelsior Radio Networks, LLC	Transition Agreement	Transition Services Agreement by and between Excelsior Radio Networks, LLC and Triton Digital, Inc.
Triton Media Group LLC/Dial Global	Streaming Services/Web Servicing, Messenger Service
Dial Global w/Townsquare Media	24-hour Formats	Agreement with Townsquare to provide 24-hour formats
Dial Global w/Townsquare Media	Ad Sales Representation	Agreement with Townsquare to provide ad sales representation
Dial Global w/Townsquare Media	American Comedy Networks	Agreement with Townsquare to provide American Comedy Network

Related Parties	Purpose	Description
Dial Global w/Townsquare Media	Backtrax USA	Agreement with Townsquare to provide Backtrax USA
Dial Global w/Townsquare Media	Baka Boys Mastermix	Agreement with Townsquare to provide Baka Boys Mastermix
Dial Global w/Townsquare Media	Bitman	Agreement with Townsquare to provide Bitman
Dial Global w/Townsquare Media	Clark Howard	Agreement with Townsquare to provide Clark Howard
Dial Global w/Townsquare Media	Dave Koz	Agreement with Townsquare to provide Dave Koz
Dial Global w/Townsquare Media	House of Blues	Agreement with Townsquare to provide House of Blues
Dial Global w/Townsquare Media	Michael Smerconish	Agreement with Townsquare to provide Michael Smerconish
Dial Global w/Townsquare Media	Midnight Radio Network	Agreement with Townsquare to provide Midnight Radio Network
Dial Global w/Townsquare Media	Mike Harvey Show	Agreement with Townsquare to provide Mike Harvey Show
Dial Global w/Townsquare Media	Neal Boortz	Agreement with Townsquare to provide Neal Boortz
Dial Global w/Townsquare Media	Prep Services	Agreement with Townsquare to provide Prep Services
Dial Global w/Townsquare Media	Radio Voodoo	Agreement with Townsquare to provide Radio Voodoo
Dial Global w/Townsquare Media	Rick Jackson Country Hall of Fame	Agreement with Townsquare to provide Rick Jackson Country Hall of Fame
Dial Global w/Townsquare Media	Rockline	Agreement with Townsquare to provide Rockline
Dial Global w/Townsquare Media	Short Bus Radio	Agreement with Townsquare to provide Short Bus Radio
Dial Global w/Townsquare Media	Super Gold	Agreement with Townsquare to provide Super Gold

Related Parties	Purpose	Description
Dial Global w/Townsquare Media	The Big Time	Agreement with Townsquare to provide The Big Time
Dial Global w/Townsquare Media	The Big Time Saturday Night	Agreement with Townsquare to provide The Big Time Saturday Night
Dial Global w/Townsquare Media	The Lia Show	Agreement with Townsquare to provide The Lia Show
Dial Global w/Townsquare Media	TM-Commercials	Agreement with Townsquare to provide TM-Commercials
Dial Global w/Townsquare Media	TM-Imaging	Agreement with Townsquare to provide TM-Imaging
Dial Global w/Townsquare Media	TM-Jingles	Agreement with Townsquare to provide TM-Jingles
Dial Global w/Townsquare Media	TM-Musicdisk	Agreement with Townsquare to provide TM-Musicdisk
Dial Global w/Townsquare Media	Walt Baby Love — Gospel Traxx	Agreement with Townsquare to provide Walt Baby Love — Gospel Traxx
Dial Global w/Townsquare Media	Walt Baby Love — Urban AC Countdown	Agreement with Townsquare to provide Walt Baby Love — Urban AC Countdown
Dial Global w/Townsquare Media	The Weather Channel	Agreement with Townsquare to provide The Weather Channel
Dial Global w/Millennium Radio Group	American Comedy Networks	Agreement with Millennium Radio Group to provide American Comedy Network
Dial Global w/Millennium Radio Group	Prep Services	Agreement with Millennium Radio Group to provide Prep Services
Dial Global w/Millennium Radio Group	Short Bus Radio	Agreement with Millennium Radio Group to provide Short Bus Radio
Dial Global w/Millennium Radio Group	Super Gold	Agreement with Millennium Radio Group to provide Super Gold
Dial Global w/Millennium Radio Group	The Big Time	Agreement with Millennium Radio Group to provide The Big Time

Related Parties	Purpose	Description
Dial Global w/Millennium Radio Group	The Big Time Saturday Night	Agreement with Millennium Radio Group to provide The Big Time Saturday Night
Dial Global w/Millennium Radio Group	TM-Imaging	Agreement with Millennium Radio Group to provide TM-Imaging
Dial Global w/Millennium Radio Group	TM-Jingles	Agreement with Millennium Radio Group to provide TM-Jingles
Dial Global w/Millennium Radio Group	TM-Musicdisk	Agreement with Millennium Radio Group to provide TM-Musicdisk
Dial Global w/Tribune Broadcasting	TM-Musicdisk	Agreement with Tribune Broadcasting to provide TM-Musicdisk
Dial Global w/Peak	Prep Services	Agreement with Peak to provide Prep Services
Dial Global w/Peak	Short Bus Radio	Agreement with Peak to provide Short Bus Radio
Dial Global w/Peak	The Big Time Saturday Night	Agreement with Peak to provide The Big Time Saturday Night
Dial Global w/Peak	The Lia Show	Agreement with Peak to provide The Lia Show
Dial Global w/Peak	TM-Imaging	Agreement with Peak to provide TM-Imaging
Dial Global w/Peak	TM-Jingles	Agreement with Peak to provide TM-Jingles
Dial Global w/Double O	24 Hour Formats	Agreement with Double O to provide 24 hour Formats
Dial Global w/Double O	American Comedy Networks	Agreement with Double O to provide American Comedy Network
Dial Global w/Double O	House of Blues	Agreement with Double O to provide House of Blues
Dial Global w/Double O	Neal Boortz	Agreement with Double O to provide Neal Boortz
Dial Global w/Double O	Prep Services	Agreement with Double O to provide Prep Services

Related Parties	Purpose	Description
Dial Global w/Double O	Radio Voodoo	Agreement with Double O to provide Radio Voodoo
Dial Global w/Double O	Rick Jackson Country Hall of Fame	Agreement with Double O to provide Rick Jackson Country Hall of Fame
Dial Global w/Double O	The Lia Show	Agreement with Double O to provide The Lia Show
Dial Global w/Double O	TM-Imaging	Agreement with Double O to provide TM-Imaging
Dial Global w/Double O	TM-Jingles	Agreement with Double O to provide TM-Jingles
Dial Global w/Double O	TM-Musicdisk	Agreement with Double O to provide TM-Musicdisk
Dial Global w/Grenax Broadcasting	Ad Injector /WebCast Metrics	Agreement with Grenax Broadcasting to provide Ad Injector/WebCast Metrics
Dial Global w/Grenax Broadcasting	AirKast	Agreement with Grenax Broadcasting to provide AirKast
Dial Global w/Grenax Broadcasting	Daily Deals	Agreement with Grenax Broadcasting to provide Daily Deals
Dial Global w/Grenax Broadcasting	Email Director	Agreement with Grenax Broadcasting to provide Email Director
Dial Global w/Grenax Broadcasting	Streaming	Agreement with Grenax Broadcasting to provide Streaming
Dial Global w/Grenax Broadcasting	Backtrax USA	Agreement with Grenax Broadcasting to provide Backtrax USA
Dial Global w/Grenax Broadcasting	House of Blues	Agreement with Grenax Broadcasting to provide House of Blues
Dial Global w/Grenax Broadcasting	Prep Services	Agreement with Grenax Broadcasting to provide Prep Services

Related Parties	Purpose	Description
Dial Global w/Grenax Broadcasting	Rick Jackson Country Hall of Fame	Agreement with Grenax Broadcasting to provide Rick Jackson Country Hall of Fame
Dial Global w/Grenax Broadcasting	TM-Musicdisk	Agreement with Grenax Broadcasting to provide TM-Musicdisk
Dial Global w/Radio One	Ad Injector /WebCast Metrics	Agreement with Radio One to provide Ad Injector/WebCast Metrics
Dial Global w/Radio One	AirKast	Agreement with Radio One to provide AirKast
Dial Global w/Radio One	Loyalty/Database/Email	Agreement with Radio One to provide Loyalty/Database/Email
Dial Global w/Radio One	TuneGenie	Agreement with Radio One to provide TuneGenie
Dial Global w/Radio One	Ad Sales Representation	Agreement with Radio One to provide Ad Sales Representation
Dial Global w/Radio One	Baka Boys Mastermix	Agreement with Radio One to provide Baka Boys Matermix
Dial Global w/Radio One	Clark Howard	Agreement with Clark Howard to provide Clark Howard
Dial Global w/Radio One	Prep Services	Agreement with Radio One to provide Prep Services
Dial Global w/Radio One	Short Bus Radio	Agreement with Radio One to provide Short Bus Radio
Dial Global w/Radio One	TM-Imaging	Agreement with Radio One to provide TM-Imaging
Dial Global w/Radio One	TM-Musicdisk	Agreement with Radio One to provide TM-Musicdisk
Dial Global w/Radio One	Walt Baby Love — Urban AC Countdown	Agreement with Radio One to provide Walt Baby Love — Urban AC Countdown
Dial Global w/Radio One	Microjams	Agreement with Radio One to provide Microjams

Schedule 8.10

Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments

None.

Exhibit A
to
Credit Agreement

Form of Assignment

This Assignment, dated as of the Effective Date, is entered into between the Assignor and the Assignee (each as defined below).

The parties hereto hereby agree as follows:

Borrower:	Westwood One, Inc., a Delaware corporation (the “Borrower”)
Administrative Agent:	General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders and L/C Issuers (in such capacity and together with its successors and permitted assigns, the “Administrative Agent”)
Credit Agreement:	Credit Agreement, dated as of October 21, 2011, among the Borrower, the Lenders and L/C Issuers party thereto, the Administrative Agent and ING Capital, LLC, as syndication agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definition are used as defined in the Credit Agreement)
[Trade Date:	,                     ]1
Effective Date:	,                     2

1	Insert for informational purposes only if needed to determine other arrangements between the assignor and the assignee.
2	To be filled out by Administrative Agent upon entry in the Register.

A-1

	Aggregate amount of	Aggregate amount of
	Commitments or	Commitments5 or
	principal amount of	principal amount of
Facility Assigned3	Loans for all Lenders4	Loans Assigned	Percentage Assigned6
	$	$		____.	%
	$	$		____.	%
	$	$		____.	%

[The Remainder of this Page Was Intentionally Left Blank]

3	Fill in the appropriate defined term for the type of facilities under the Credit Agreement that are being assigned under this Assignment. (e.g., “Revolving Credit Facility”, “Term Loan Facility”, etc.)
4	In the case of the Revolving Credit Facility, includes Revolving Loans and interests, participations and obligations to participate in L/C Obligations and Swing Loans.
5	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. The aggregate amounts are inserted for informational purposes only to help in calculating the percentages assigned which, themselves, are for informational purposes only.
6	Set forth, to at least 9 decimals, the Assigned Interest as a percentage of the aggregate Commitment or Loans in the Facility. This percentage is set forth for informational purposes only and is not intended to be binding. The assignments are based on the amounts assigned not on the percentages listed in this column.

ASSIGNMENT
FOR WESTWOOD ONE, INC.’S CREDIT AGREEMENT

A-2

1. Assignment. Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, Assignor’s rights and obligations in its capacity as Lender under the Credit Agreement (including Liabilities owing to or by Assignor thereunder) and the other Loan Documents, in each case to the extent related to the amounts identified above (the “Assigned Interest”).

2. Representations, Warranties and Covenants of Assignors. Assignor (a) represents and warrants to Assignee and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims, and (iii) by executing, signing and delivering this Assignment via ClearPar^® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) makes no other representation or warranty and assumes no responsibility, including with respect to the aggregate amount of the Facilities, the percentage of the Facilities represented by the amounts assigned, any statements, representations and warranties made in or in connection with any Loan Document or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any Loan Document or any document or information provided in connection therewith and the existence, nature or value of any Collateral, (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Group Member or Loan Party or the performance or nonperformance by any Loan Party of any obligation under any Loan Document or any document provided in connection therewith and (d) attaches any Notes held by it evidencing at least in part the Assigned Interest of such Assignor (or, if applicable, an affidavit of loss or similar affidavit therefor) and requests that the Administrative Agent exchange such Notes for new Notes in accordance with Section 2.14(e) of the Credit Agreement.

3. Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar^® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with Section 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.

ASSIGNMENT
FOR WESTWOOD ONE, INC.’S CREDIT AGREEMENT

A-3

4. Determination of Effective Date; Register. Following the due execution and delivery of this Assignment by Assignor, Assignee and, to the extent required by Section 11.2(b) of the Credit Agreement, the Borrower, this Assignment (including its attachments) will be delivered to the Administrative Agent for its acceptance (to the extent required in Section 11.2(b) of the Credit Agreement) and recording in the Register. The effective date of this Assignment (the “Effective Date”) shall be the later of (i) to the extent required in Section 11.2(b) of the Credit Agreement, the acceptance of this Assignment by the Administrative Agent and (ii) the recording of this Assignment in the Register. The Administrative Agent shall insert the Effective Date when known in the space provided therefor at the beginning of this Assignment.

5. Effect. As of the Effective Date, (a) Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment, have the rights and obligations of a Lender under the Credit Agreement and (b) Assignor shall, to the extent provided in this Assignment, relinquish its rights (except those surviving the termination of the Commitments and payment in full of the Obligations) and be released from its obligations (except those surviving the termination of the Commitments and payment in full of the Obligations) under the Loan Documents other than those obligations relating to events and circumstances occurring prior to the Effective Date.

6. Distribution of Payments. On and after the Effective Date, the Administrative Agent shall make all payments under the Loan Documents in respect of each Assigned Interest (a) in the case of amounts accrued to but excluding the Effective Date, to Assignor and (b) otherwise, to the Assignee.

7. Miscellaneous. This Assignment is a Loan Document and, as such, is subject to certain provisions of the Credit Agreement, including Sections 1.5 (Interpretation), 11.14(a) (Submission to Jurisdiction) and 11.15 (Waiver of Jury Trial) thereof. On and after the Effective Date, this Assignment shall be binding upon, and inure to the benefit of, the Assignors, Assignees, the Administrative Agent and their Related Persons and their successors and assigns. This Assignment shall be governed by, and be construed and interpreted in accordance with, the law of the State of New York. This Assignment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Assignment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart of this Assignment.

[Signature Pages Follow]

ASSIGNMENT
FOR WESTWOOD ONE, INC.’S CREDIT AGREEMENT

A-4

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[NAME OF ASSIGNOR] as Assignor
By:
	Name:
	Title:

[NAME OF ASSIGNEE] as Assignee
By:
	Name:
	Title:

Lending office for Eurodollar Rate Loans:⁷

[Insert Address (including contact name, fax number and e-mail address)]

Lending office (and address for notices) for any other purpose:

[Insert Address (including contact name, fax number and e-mail address)]

⁷ Insert for each Assignee.

SIGNATURE PAGE FOR ASSIGNMENT
FOR WESTWOOD ONE, INC.’S CREDIT AGREEMENT

ACCEPTED and AGREED this ______ day of ______                     :
[GENERAL ELECTRIC CAPITAL CORPORATION as Administrative Agent
By:
	Name:
	Title:]8
[WESTWOOD ONE, INC. 9
By:
	Name:
	Title:]
[                    , as L/C Issuer
By:
	Name:
	Title:]10
[GENERAL ELECTRIC CAPITAL CORPORATION, as Swingline Lender
By:
	Name:
	Title:]11

8	Include only if required pursuant to Section 11.2(b) of the Credit Agreement.
9	Include only if required pursuant to Section 11.2(b) of the Credit Agreement.
10	Include only if required pursuant to Section 11.2(b) of the Credit Agreement.
11	Include only if required pursuant to Section 11.2(b) of the Credit Agreement.

SIGNATURE PAGE FOR ASSIGNMENT
FOR WESTWOOD ONE, INC.’S CREDIT AGREEMENT

Exhibit B
to
Credit Agreement

Form of [Revolving LOAN] [TERM LOAN] Note

Lender: [Name of Lender]	New York, New York
Principal Amount: $	,  _____

FOR VALUE RECEIVED, the undersigned, Westwood One, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of the Lender set forth above (the “Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of [all Revolving Loans] [the Term Loans] (as defined in the Credit Agreement referred to below) of the Lender to the Borrower, payable at such times and in such amounts as are specified in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of the [Revolving Loans] [Term Loans] from the date made until such principal amount is paid in full, payable at such times and at such interest rates as are specified in the Credit Agreement. Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Borrower.

Both principal and interest are payable in Dollars to General Electric Capital Corporation, as Administrative Agent (as defined below), at                     , in immediately available funds.

This Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement, dated as of October 21, 2011 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders and the L/C Issuers party thereto, General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders and L/C Issuers (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) and ING Capital, LLC, as syndication agent. Capitalized terms used herein without definition are used as defined in the Credit Agreement.

The Credit Agreement, among other things, (a) provides for the making of [Revolving Loans] [a Term Loan] by the Lender to the Borrower in an aggregate amount [not to exceed at any time outstanding][equal to] the Principal Amount set forth above, the indebtedness of the Borrower resulting from such [Revolving Loans] [Term Loans] being evidenced by this Note and (b) contains provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions specified therein.

This Note is a Loan Document, is entitled to the benefits of the Loan Documents and is subject to certain provisions of the Credit Agreement, including Sections 1.5 (Interpretation), 11.14(a) (Submission to Jurisdiction) and 11.15 (Waiver of Jury Trial) thereof.

This Note is a registered obligation, transferable only upon satisfaction of the conditions for assignment set forth in the Credit Agreement and notation in the Register, and no assignment hereof shall be effective and will be null and void until such conditions have been satisfied and such assignment has been recorded in the Register.

B-1

This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York without regard to conflict of law principles that would result in the application of any law other than the State of New York.

[Signature Pages Follow]

[$                     ] PROMISSORY NOTE
OF WESTWOOD ONE, INC. FOR THE BENEFIT OF [NAME OF LENDER]

B-2

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and delivered by its duly authorized officer as of the day and year and at the place set forth above.

WESTWOOD ONE, INC.
By:
	Name:
	Title:

[$                    ] PROMISSORY NOTE
OF WESTWOOD ONE, INC. FOR THE BENEFIT OF [NAME OF LENDER]

B-3

Exhibit C
to
Credit Agreement

Form of Notice of Borrowing

GENERAL ELECTRIC CAPITAL CORPORATION

as Administrative Agent under the
Credit Agreement referred to below
11175 Cicero Drive, Suite 600
Alpharetta, GA 30022-1167
Attn: Westwood One, Inc. Account Manager
Fax: (678) 624 -7903

                     ___,                     

Attention:

Re: Westwood One, Inc. (the “Borrower”)

Reference is made to the Credit Agreement, dated as of October 21, 2011 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Borrower, the Lenders and L/C Issuers party thereto, General Electric Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) and ING Capital, LLC, as syndication agent. Capitalized terms used herein without definition are used as defined in the Credit Agreement.

The Borrower hereby gives you notice, pursuant to Section 2.2 of the Credit Agreement of its request of a Borrowing (the “Proposed Borrowing”), under the Credit Agreement, and, in that connection, sets forth the following information:

1. The date of the Proposed Borrowing is                     ,  _____  ¹² (the “Funding Date”).

2. The aggregate principal amount of Revolving Loans is $                    , of which $                     consists of Base Rate Loans and $                     consists of Eurodollar Rate Loans having an initial Interest Period of                      months.

3. The aggregate principal amount of Term Loans is $                    , of which $                     consists of Base Rate Loans and $                     consists of Eurodollar Rate Loans having an initial Interest Period of                      months.

¹² For Term Loans, must be the Closing Date.

C-1

[The undersigned hereby certifies that both immediately before and immediately after giving effect to the Proposed Borrowing, the Specified Representations and the Specified Acquisition Agreement Representations are accurate in all material respects.]¹³ [The undersigned hereby certifies that both immediately before and immediately after giving effect to the Proposed Borrowing:

(i) the representations and warranties set forth in Article 4 of the Credit Agreement and elsewhere in the Loan Documents are true and correct in all material respects (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect) on and as of such Funding Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect) as of such earlier date; and

(ii) no Default is continuing.]¹⁴

The Borrower acknowledges and agrees that this Notice of Borrowing may only be revoked by the Borrower (i) in a written notice received by the Administrative Agent not later than 9:00 a.m. (New York time) on the applicable Funding Date (and in any event prior to such time as the Proposed Borrowing is actually funded) which revocation notice shall reference this Notice of Borrowing and state that such Notice of Borrowing is revoked and (ii) upon payment by the Borrower of any amounts owing pursuant to Section 2.16 of the Credit Agreement.

WESTWOOD ONE, INC.
By:
	Name:
	Title:

13	Insert for any Proposed Borrowing on the Closing Date.
14	Insert for any Proposed Borrowing after the Closing Date.

[SIGNATURE PAGE TO NOTICE
OF BORROWING DATED                      ,                     ]

C-2

Exhibit D
to
Credit Agreement

Form of Swing Loan Request

GENERAL ELECTRIC CAPITAL CORPORATION

as Administrative Agent under the
Credit Agreement referred to below
11175 Cicero Drive, Suite 600
Alpharetta, GA 30022-1167
Attn: Westwood One, Inc. Account Manager
Fax: (678) 624 -7903

                     __,                     

Attention:

Re: Westwood One, Inc. (the “Borrower”)

Reference is made to the Credit Agreement, dated as of October 21, 2011 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Borrower, the Lenders and L/C Issuers party thereto, General Electric Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) and ING Capital, LLC, as syndication agent. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

The Borrower hereby gives you irrevocable notice pursuant to Section 2.3 of the Credit Agreement that it requests Swing Loans under the Credit Agreement (the “Proposed Advance”) and, in that connection, sets for the following information:

A. The date of the Proposed Advance is                     ,                      (the “Funding Date”).

B. The aggregate principal amount of Swing Loan is $                    .

The undersigned hereby certifies that both immediately before and immediately after giving effect to the Proposed Advance:

(i) the representations and warranties set forth in Article 4 of the Credit Agreement and elsewhere in the Loan Documents are true and correct in all material respects (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect) on and as of such Funding Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect) as of such earlier date; and

D-1

(ii) no Default is continuing.

WESTWOOD ONE, INC.
By:
	Name:
	Title:

D-2

Exhibit E
to
Credit Agreement

Form of Letter of Credit Request

[Name of L/C Issuer], as L/C Issuer
under the Credit Agreement referred to below

Attention:

                     ____,                     

Re: Westwood One, Inc. (the “Borrower”)

Reference is made to the Credit Agreement, dated as of October 21, 2011 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Borrower, the Lenders and L/C Issuers party thereto, General Electric Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) and ING Capital, LLC, as syndication agent. Capitalized terms used herein without definition are used as defined in the Credit Agreement.

The Borrower hereby gives you notice pursuant to Section 2.4(b) of the Credit Agreement, of its request for your Issuance of a Letter of Credit, in the form attached hereto, for the benefit of [Name of Beneficiary], in the amount of $                    , to be issued on                     ,                      (the “Issue Date”) with an expiration date of                     ,                     .

[The undersigned hereby certifies that both immediately before and immediately after giving effect to the Issuance of the Letter of Credit requested above, the Specified Representations and the Specified Acquisition Agreement Representations are accurate in all material respects]¹⁵ [The undersigned hereby certifies that both immediately before and immediately after giving effect to the Issuance of the Letter of Credit requested above:

(i) the representations and warranties set forth in Article 4 of the Credit Agreement and elsewhere in the Loan Documents are true and correct in all material respects (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect) on and as of such Issue Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect) as of such earlier date; and

(ii) no Default is continuing.]¹⁶

15	Insert for any proposed Issuance on the Closing Date.
16	Insert for any proposed Issuance after the Closing Date.

E-1

The Borrower acknowledges and agrees that this Letter of Credit Request may only be revoked by the Borrower in a written notice received by the applicable L/C Issuer not later than 9:00 a.m. (New York time) one Business Day prior to the applicable Issue Date (and in any event prior to such time as the Letter of Credit requested above is actually Issued) which revocation notice shall reference this Letter of Credit Request and state that such Letter of Credit Request is revoked.

WESTWOOD ONE, INC.
By:
	Name:
	Title:

E-2

Exhibit F
to
Credit Agreement

Form of Notice of Conversion or Continuation

GENERAL ELECTRIC CAPITAL CORPORATION

as Administrative Agent under the
Credit Agreement referred to below
11175 Cicero Drive, Suite 600
Alpharetta, GA 30022-1167
Attn: Westwood One, Inc. Account Manager
Fax: (678) 624 -7903

                     ______,                     

Attention:

Re: Westwood One, Inc. (the “Borrower”)

Reference is made to the Credit Agreement, dated as of October 21, 2011 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Borrower, the Lenders and L/C Issuers party thereto, General Electric Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) and ING Capital, LLC, as syndication agent. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

The Borrower hereby gives you notice, pursuant to Section 2.10 of the Credit Agreement of its request for the following:

(i) a continuation, on                     ,                     , as Eurodollar Rate Loans having an Interest Period of  _____  months¹⁷ of [Term Loans] [Revolving Loans] in an aggregate outstanding principal amount of $                     having an Interest Period ending on the proposed date for such continuation;

(ii) a conversion, on                     ,                     , to Eurodollar Rate Loans having an Interest Period of  _____  ¹⁸ months of [Term Loans] [Revolving Loans] in an aggregate outstanding principal amount of $                    ; and

(iii) a conversion, on                     ,                     , to Base Rate Loans, of [Term Loans] [Revolving Loans] in an aggregate outstanding principal amount of $                    .

17	An Interest Period may only be 1 month until the earlier of (y) 90 days following the Closing Date and (z) the occurrence of a Successful Syndication (as defined in the Fee Letter).
18	An Interest Period may only be 1 month until the earlier of (y) 90 days following the Closing Date and (z) the occurrence of a Successful Syndication (as defined in the Fee Letter).

F-1

In connection herewith, the undersigned hereby certifies that no Event of Default (which has not been previously disclosed in writing to the Administrative Agent) is continuing, both immediately before and immediately after giving effect to any proposed conversion or continuation set forth above.

The Borrower acknowledges and agrees that this Notice of Conversion or Continuation may only be revoked by the Borrower (i) in a written notice received by the Administrative Agent not later than 9:00 a.m. (New York time) on the applicable date of such proposed conversion or continuation (and in any event prior to such time as the proposed conversion or continuation is actually effected) which revocation notice shall reference this Notice of Conversion or Continuation and state that such Notice of Conversion or Continuation is revoked and (ii) upon payment by the Borrower of any amounts owing pursuant to Section 2.16 of the Credit Agreement.

WESTWOOD ONE, INC.
By:
	Name:
	Title:

F-2

Exhibit G
to
Credit Agreement

Form of Compliance Certificate
                    ,                     ¹⁹

This certificate is delivered pursuant to Section 6.1(d) of, and in connection with the consummation of the transactions contemplated in, the Credit Agreement, dated as of October 21, 2011 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among Westwood One, Inc. (the “Borrower”), the Lenders and L/C Issuers party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for such Lenders and L/C Issuers (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) and ING Capital, LLC, as syndication agent. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

The undersigned, a duly authorized Responsible Officer of the Borrower having the name and title set forth below under his signature, hereby certifies, on behalf of the Borrower for the benefit of the Secured Parties and pursuant to Section 6.1 of the Credit Agreement that such Responsible Officer of the Borrower is familiar with the Credit Agreement and that, in accordance with each of the following sections of the Credit Agreement, each of the following is true on the date hereof:

1. In accordance with Section 6.1[(b)/(c)] of the Credit Agreement, attached hereto as Annex A are the Financial Statements for the [Fiscal Quarter/Fiscal Year] ended                     ,                      required to be delivered pursuant to Section 6.1[(b)/(c)] of the Credit Agreement. Such Financial Statements fairly present in all material respects the Consolidated financial position, results of operations and cash flow of the Borrower as at the dates indicated therein and for the periods indicated therein in accordance with GAAP [(subject to the absence of footnote disclosure and normal year-end audit adjustments)]²⁰ [without qualification as to the scope of the audit or as to going concern and without any other similar qualification, together with the certificate from the Group Members’ Accountants with respect to such Consolidated Financial Statements required to be delivered pursuant to Section 6.1(c) of the Credit Agreement. ]²¹

2. In accordance with Section 6.1(d) of the Credit Agreement, attached hereto as Annex B are the calculations used [to describe the Consolidated Leverage Ratio for the Fiscal Quarter ended December 31, 2011 in reasonable detail]²² [to determine compliance with each financial covenant contained in Article 5 of the Credit Agreement that is tested on a quarterly basis]²³ [and the calculations used in determining Excess Cash Flow].²⁴

19	Insert date of delivery of certificate.
20	Insert language in brackets only for quarterly reports.
21	Insert language in brackets only for annual certifications.
22	Use bracketed language for the Compliance Certificate covering the Consolidated Leverage Ratio for the Fiscal Quarter ended December 31, 2011.
23	Use bracketed language for all Compliance Certificates starting with the first Fiscal Quarter the financial covenants are tested, which is March 31, 2012.
24	Insert (starting with the 2012 Fiscal Year) if annual Consolidated Financial Statements set forth in Section 6.1(c) of the Credit Agreement are delivered with the Compliance Certificate.

G-1

3. In accordance with Section 6.1(d) of the Credit Agreement, no Default is continuing as of the date hereof[, except as provided for on Annex C attached hereto, with respect to each of which the Borrower proposes to take the actions set forth on Annex C].

4. In accordance with Section 6.1(e) of the Credit Agreement, (i) the [Corporate Chart attached hereto as Annex D[-1]] [last Corporate Chart delivered pursuant to such Section)], is correct and complete as of the date hereof, (ii) all documents (including updated schedules as to locations of Collateral and acquisition of registered or material Intellectual Property or real property) required to be delivered pursuant to the Loan Documents by any Loan Party in the most recently completed Fiscal Quarter have been delivered thereunder (or such delivery requirement was otherwise duly waived or extended) and (iii) complete and correct copies of all documents modifying any term of any Constituent Document of any Group Member or any Subsidiary or Joint Venture (with respect to any Joint Venture, to the extent the Borrower has received a copy of such document) thereof during the most recently completed Fiscal Quarter have been delivered to the Administrative Agent [or are attached hereto as Annex D[-2]].

5. [In accordance with Sections 6.1(i) and (j) of the Credit Agreement, attached hereto as Annexes E and F are complete and correct (i) copies of each management letter, audit report or similar letter or report received by any Group Member from any independent registered certified public accountant (including the Group Members’ Accountants) delivered in connection with the Financial Statements attached as Annex A or any audit thereof and (ii) a summary of all material insurance coverage maintained as of the date thereof by any Group Member].²⁵

[Signature Page Follows]

²⁵ Insert if annual Consolidated Financial Statements set forth in Section 6.1(c) of the Credit Agreement are delivered with the Compliance Certificate.

G-2

IN WITNESS WHEREOF, the undersigned has executed this certificate on the date first written above.

WESTWOOD ONE, INC.

Name:  

Title:  

[SIGNATURE PAGE TO COMPLIANCE CERTIFICATE
OF WESTWOOD ONE, INC. DATED                      ______,                     ]

G-3

ANNEX A
to
COMPLIANCE CERTIFICATE OF                                                            
DATED                                         ,                     

FINANCIAL STATEMENTS

ANNEX A-1

ANNEX B
to
COMPLIANCE CERTIFICATE OF                                                            
DATED                                         ,                     

FINANCIAL CALCULATIONS

ANNEX B-1

[ANNEX C
to
COMPLIANCE CERTIFICATE OF                                                            
DATED                                         ,                     

CONTINUING DEFAULTS]²⁶

²⁶ Delete if not used in the text of the certificate.

ANNEX C-1

ANNEX D[-1]
to
COMPLIANCE CERTIFICATE OF ______________________
DATED                                         ,                     

CORPORATE CHART

ANNEX D-1-1

ANNEX D[-2]
to
COMPLIANCE CERTIFICATE OF                                                            
DATED                                         ,                     

MODIFICATIONS TO CONSTITUENT DOCUMENTS

ANNEX D-2-1

ANNEX E
to
COMPLIANCE CERTIFICATE OF                                         
DATED                                         ,                     

[MANAGEMENT LETTERS]

ANNEX E-1

ANNEX F
to
COMPLIANCE CERTIFICATE OF                                                            
DATED                                         ,                     

SUMMARY OF MATERIAL INSURANCE COVERAGES

ANNEX F-1

Exhibit H
to
Credit Agreement

Form of Solvency Certificate

October 21, 2011

This Solvency Certificate is being executed and delivered pursuant to Section 3.1(h) of that certain Credit Agreement dated as of the date hereof, by and among Westwood One, Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined below), Cortland Capital Market Services LLC (“Cortland”), as administrative agent and collateral agent for the Lenders, and Macquarie Capital (USA) Inc., as syndication agent (the “Credit Agreement”; capitalized terms used herein without definition shall have the meaning assigned to them in the Credit Agreement).

I, [•], the [Chief Financial Officer][President][Chief Executive Officer] of the Borrower, in such capacity and not in an individual capacity, hereby certify that I am the [Chief Financial Officer][President][Chief Executive Officer] of the Borrower and that I am generally familiar with the businesses and assets of the Borrower and its Subsidiaries (taken as a whole), I have made such other investigations and inquiries as I have deemed appropriate and am duly authorized to execute this Solvency Certificate on behalf of the Borrower pursuant to the Credit Agreement.

I further certify, in my capacity as [Chief Financial Officer][President][Chief Executive Officer] of the Borrower, and not in my individual capacity, as of the date hereof and after giving effect to the Acquisition and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement and any other funded indebtedness incurred to consummate the Acquisition, that, (i) the fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the total amount of liabilities, including contingent liabilities, of the Borrower and its Subsidiaries, on a consolidated basis; (ii) the present fair saleable value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, is not less than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries, on a consolidated basis, on their debts and liabilities as they become absolute and matured; (iii) the Borrower and its Subsidiaries, on a consolidated basis, are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which the Borrower’s and its Subsidiaries’ assets, on a consolidated basis, would constitute unreasonably small capital; and (iv) the Borrower and its Subsidiaries do not intend to, and do not believe that they will, incur debts or liabilities, on a consolidated basis, beyond their ability to pay such debts and liabilities as they mature. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

[Remainder of page intentionally left blank]

H-1

IN WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above.

WESTWOOD ONE, INC.
By:
	Name:	[                                        ]
	Title:	[Chief Financial Officer][President]
		[Chief Executive Officer]

H-2

Exhibit I
to
Credit Agreement

Auction Procedures

This Exhibit I is intended to summarize certain basic terms of the modified Dutch auction (an “Auction”) procedures pursuant to and in accordance with the terms and conditions of Section 2.21 of the Credit Agreement, of which this Exhibit I is a part. It is not intended to be a definitive statement of all of the terms and conditions of an Auction, the definitive terms and conditions for which shall be set forth in the applicable offering document. None of the Administrative Agent, the Auction Manager, or any of their respective affiliates or any officers, directors, employees, agents or attorneys-in-fact of such Persons (together with the Administrative Agent and its affiliates, the “Agent-Related Person”) makes any recommendation pursuant to any offering document as to whether or not any Lender should sell its Term Loans to a Purchasing Borrower Party pursuant to any offering documents, nor shall the decision by the Administrative Agent, the Auction Manager or any other Agent-Related Person (or any of their Affiliates) in its respective capacity as a Lender to sell its Term Loans to any Purchasing Borrower Party be deemed to constitute such a recommendation. Each Lender should make its own decision on whether to sell any of its Term Loans and, if it decides to do so, the principal amount of and price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each Auction and the relevant offering documents. Capitalized terms not otherwise defined in this Exhibit I have the meanings assigned to them in the Credit Agreement.

ARTICLE 1 Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Lenders of the Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans that Purchasing Borrower Parties offer to purchase in such Auction (the “Auction Amount”), which shall be no less than $2,500,000 (unless another amount is agreed to by the Administrative Agent (such consent not to be unreasonably withheld or delayed)) or such lesser amount to the extent the amount of outstanding Term Loans is less than $2,500,000; (ii) the range of discounts to par (the “Discount Range”), expressed as a range of prices per $1,000 (in increments of $5), at which a Purchasing Borrower Party would be willing to purchase Term Loans in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 12:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time (including any extension thereof) the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only two (2) extensions per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

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ARTICLE 2 Reply Procedures. In connection with any Auction, each Term Loan Lender wishing to participate in such Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender offers for sale at its Reply Price (the “Reply Amount”). A Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount comprises the entire amount of the Term Loans held by such Lender. Lenders may only submit one Return Bid per Auction but each Return Bid may contain up to three (3) component bids, each of which may result in a separate Qualifying Bid and each of which will not be contingent on any other component bid submitted by such Lender resulting in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance (which shall be in customary form) included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing Borrower Party will purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price.

ARTICLE 3 Acceptance Procedures. Based on the Reply Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the participating Purchasing Borrower Parties, will calculate the lowest purchase price (the “Applicable Threshold Price”) for such Auction within the Discount Range for such Auction that will allow such Purchasing Borrower Parties to complete the Auction by purchasing the full Auction Amount (or such lesser amount of Term Loans for which the Borrower has received Qualifying Bids). The participating Purchasing Borrower Parties shall purchase Term Loans from each Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Term Loans included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be purchased at such applicable Reply Prices and shall not be subject to proration.

ARTICLE 4 Proration Procedures. All Term Loans offered in Return Bids (or, if applicable, any component thereof) constituting Qualifying Bids at the Applicable Threshold Price will be purchased at the Applicable Threshold Price; provided that if the aggregate principal amount (calculated on the face amount thereof) of all Term Loans for which Qualifying Bids have been submitted in any given Auction at the Applicable Threshold Price would exceed the remaining portion of the Auction Amount (after deducting all Term Loans to be purchased at prices below the Applicable Threshold Price), the participating Purchasing Borrower Parties shall purchase the Term Loans for which the Qualifying Bids submitted were at the Applicable Threshold Price ratably based on the respective principal amounts offered and in an aggregate amount equal to the amount necessary to complete the purchase of the Auction Amount. No Return Bids or any component thereof will be accepted above the Applicable Threshold Price.

ARTICLE 5 Notification Procedures. The Auction Manager will calculate the Applicable Threshold Price and post the Applicable Threshold Price and proration factor onto an internet or intranet site (including an IntraLinks, SyndTrak or other electronic workspace) in accordance with the Auction Manager’s standard dissemination practices by 4:00 p.m. New York time on the same Business Day as the date the Return Bids were due (as such due date may be extended in accordance with this Exhibit I). The Auction Manager will insert the principal amount of Term Loans of to be assigned and the applicable settlement date into each applicable Auction Assignment and Assumption received in connection with a Qualifying Bid. Upon the request of the submitting Lender, the Auction Manager will promptly return any Auction Assignment and Assumption received in connection with a Return Bid that is not a Qualifying Bid.

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ARTICLE 6 Auction Assignment and Assumption. Each Auction Notice and Auction Assignment and Assumption shall contain the representation and warranty by the Borrower that the express conditions set forth in Section 2.21(a)(i)-(viii) of the Credit Agreement have each been satisfied or waived on and as of the date hereof, except to the extent that such conditions refer to conditions that must be satisfied as of a future date, in which case the Borrower must terminate any Auction if it fails to satisfy (or obtain a waiver of) one of more of the conditions which are required to be met or waived at the time which otherwise would have been the time of purchase of Term Loans pursuant to an Auction.

ARTICLE 7 Additional Procedures. Once initiated by an Auction Notice, the Borrower may withdraw an Auction only in the event that, (i) as of such time, no Qualifying Bid has been received by the Auction Manager or (ii) the Borrower has failed to meet a condition set forth in Section 2.21 of the Credit Agreement. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term Loans by a Purchasing Borrower Party required by the terms and conditions of Section 2.21 of the Credit Agreement are not met or waived. The purchase price in respect of each Qualifying Bid for which purchase by a Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than fifteen (15) Business Days after the date Return Bids are due). The Borrower shall execute each applicable Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and eligibility of Term Loans that are the subject of an Auction will be reasonably determined by the Auction Manager, in consultation with the Borrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.21 of the Credit Agreement or this Exhibit I. The Auction Manager’s interpretation of the terms and conditions of the offering document, in consultation with the Borrower, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 2.21 of the Credit Agreement or this Exhibit I. None of the Administrative Agent, the Auction Manager, any other Agent Related Person or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrower, the Loan Parties, or any of their Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. This Exhibit I shall not require the Borrower, any other Loan Party or any of their Affiliates to initiate any Auction.

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Exhibit J
to
Credit Agreement

Form of Sponsor PIK Note

THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION.

WESTWOOD ONE, INC.

SENIOR SUBORDINATED UNSECURED PIK NOTE

[      ], 2011	Original Principal Amount:
	$[      ]

Westwood One, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of [      ] (together with any transferee permitted under the terms hereof, the “Holder”), in no event later than the Maturity Date, the principal amount of $[ ] or such lesser principal amount then outstanding, together with interest thereon calculated in accordance with the provisions of this Senior Subordinated Unsecured PIK Note (the “Note”).

This Note and any Notes subsequently issued by the Company and having substantially similar terms are collectively referred to herein as the “Notes.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Section 4 hereof.

ARTICLE 1 Payment of Interest. Interest shall accrue on a daily basis at the rate (the “Interest Rate”) of 15% per annum, (x) for the first five (5) years after the Issue Date, compounded quarterly, and payable on the Quarterly Interest Payments Dates (as defined below), and (y) after the five (5) year anniversary of the Issue Date, compounded annually, and payable on the six (6) year anniversary of the Issue Date and on the Maturity Date (as defined below), in each case on the unpaid principal amount of this Note then outstanding (and any accrued but unpaid interest that has previously compounded). Interest shall be computed on the basis of a year of 365 days (366 days for a leap year) for the actual number of days elapsed. Interest (including interest payable at the default rate pursuant to Section 3(b)(i)) shall be paid in cash to the extent not prohibited by the Credit Agreements or by Section 13 hereof; provided, however, to the extent cash interest is not permitted, interest shall be paid by adding such interest to the principal amount outstanding under this Note. Interest shall be paid pursuant to Section 2 of this Note.

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ARTICLE 2 PAYMENT OF PRINCIPAL AND INTEREST.

Section 2.1 Scheduled Payment. The Company shall pay the outstanding principal amount of this Note on [   ]²⁷ (the “Maturity Date”), together with all accrued and unpaid interest thereon.

Section 2.2 Optional Prepayments. The Company may, at any time and from time to time without premium or penalty, prepay all or any portion of the outstanding principal amount of, or interest on, this Note. In connection with each prepayment of principal hereunder, the Company shall also pay all accrued and unpaid interest hereunder.

Section 2.3 Mandatory Prepayments. Upon the first to occur of (i) a Sale or (ii) a complete liquidation of the Company, the Company shall pay, in cash, the outstanding principal amount of this Note, together with all accrued and unpaid interest on the principal amount being repaid.

Section 2.4 AHYDO Catch-Up Payment. On the last day of each “accrual period” that ends after the fifth anniversary of the Issue Date, the Company shall pay an amount equal to the difference between (i) the excess of (A) the sum of all interest that would be includible in gross income with respect to this Note as of such date (including all original issue discount) over (B) the sum of all cash interest payments made with respect to this Note on or prior to such date, and (ii) the product of (A) this Note’s issue price (as defined in Sections 1273(b) and 1274(a) of the Code) and (B) this Note’s yield to maturity, all such items to be calculated as required under Section 163(i) of the Code, the timely payment of which hereunder shall cause this Note not to be an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code (or any successor provision of similar import).

Section 2.5 Application of Payments. Payments under this Note shall be applied as follows: (i) first to the payment of accrued interest hereunder until all such interest is paid and (ii) second to the repayment of the principal outstanding hereunder.

Section 2.6 Allocation of Payments. All payments of principal and interest by the Company shall be applied to all outstanding Notes ratably in accordance with the unpaid principal amount thereof.

ARTICLE 3 EVENTS OF DEFAULT.

Section 3.1 Definition. For purposes of this Note, an Event of Default shall be deemed to have occurred if:

(a) The Company fails to pay when due and payable (whether at maturity or otherwise) (A) the full amount of interest then accrued on this Note, (B) the full amount of any principal payment on this Note; or

(b) The Company makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Company bankrupt or insolvent; or any order for relief with respect to the Company is entered under the Bankruptcy Code; or the Company petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Company, or of any substantial part of the assets of the Company, or commences any proceeding relating to the Company under any bankruptcy reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against the Company and either (A) the Company by any act indicates its approval thereof, consent thereto or acquiescence therein or (B) such petition, application or proceeding is not dismissed within 60 days.

²⁷ The date that is 6 years and 3 months from the date the Merger is consummated.

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The foregoing shall constitute Events of Default whatever the reason or cause for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

Section 3.2 Consequences of Events of Default.

(a) If any Event of Default has occurred and is continuing, the Interest Rate on this Note shall increase immediately by an increment of two percentage points (2%) to the extent permitted by law. Any increase of the Interest Rate resulting from the operation of this subparagraph shall terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this subparagraph).

(b) If an Event of Default of the type described in Section 3(a)(ii) has occurred, the aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts due and payable with respect thereto) shall become immediately due and payable without any requirement of a notice, presentment or other action on the part of the Holder, and the Company shall immediately pay to the Holder all amounts due and payable with respect to this Note.

(c) If an Event of Default other than of the type described in Section 3(a)(ii) has occurred, the aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts due and payable with respect thereto) may, at the option of the holders of Notes with an aggregate outstanding principal amount representing a majority of the aggregate principal amount of all Notes then outstanding (the “Majority Noteholders”), become immediately due and payable, and the Company shall immediately pay to the Holder all amounts due and payable with respect to this Note.

(d) The Company expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the Holder hereof may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Company hereunder.

ARTICLE 4 Definitions. For purposes of this Note, the following capitalized terms have the following meaning:

“Bankruptcy Code” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Credit Agreements” means (a) the First Lien Credit Agreement, and (b) the Second Lien Credit Agreement.

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreements) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

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“Designated Senior Debt” means the Credit Agreements.

“First Lien Agent” means General Electric Capital Corporation, as agent for the lenders party to the First Lien Credit Agreement, together with its successor and permitted assigns in such capacity, or any other Person appointed by the holders of indebtedness under and in accordance with the First Lien Debt Documents as agent for purposes of the First Lien Debt Documents and Section 13 hereof.

“First Lien Credit Agreement” means [ _____ ],²⁸ as amended, modified, renewed, refunded, replaced, restated or refinanced from time to time (including, without limitation, any increase in principal amount or any extension of maturity).

“First Lien Debt Documents” means the First Lien Credit Agreement and all agreements, documents and instruments executed from time to time in connection therewith, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of this Note.

“Hedging Obligations” means, with respect to any specific Person, the obligations of such Person under (i) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and (ii) other agreements or arrangements designed to protect such Person against fluctuations in interest rates, currency rates or commodity prices. ²⁹

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent: (1) in respect of borrowed money; (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); (3) in respect of banker’s acceptances; (4) representing Capital Lease Obligations; (5) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; (6) representing any Hedging Obligations; or (7) representing cash management obligations designated in the First Lien Debt Documents as being secured by collateral securing the First Lien Credit Agreement, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person.

“Issue Date” means the date first written above.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

28	First Lien Credit Facility to be described.
29	Secured cash management obligations TBD.

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“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness and in all cases whether direct or indirect, absolute or contingent, now outstanding or hereafter created, assumed or incurred and including, without limitation, interest accruing subsequent to the filing of a petition in bankruptcy or the commencement of any Proceeding at the rate provided in the relevant documentation, whether or not an allowed claim, and any obligation to redeem or defease any of the foregoing.

“Payment-in-Kind Interest” means interest paid with respect to the Notes by increasing the outstanding principal amount of the Notes in an amount equal to the amount of interest then due in respect of such Notes.

“Permitted Junior Securities” means equity interests in the Company or debt securities that are subordinated to all Senior Debt (and any debt securities issued in exchange for Senior Debt) to substantially the same extent as, or to a greater extent than, the Notes are subordinated to Senior Debt pursuant to this Note.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust (including any beneficiary thereof), a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Proceeding” means any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of a Person.

“Quarterly Interest Payment Date” means [         ].³⁰

“Sale” means the sale of any or all of the Company to a Person who, alone or together with one or more of its affiliates, acquires (i) capital stock or other equity interests of the Company possessing the voting power to elect a majority of the board of directors of the Company (whether by merger, consolidation, sale, or transfer of capital stock or other equity interests, as applicable) or (ii) all or substantially all of the assets of the Company.

“Second Lien Agent” means [          ],³¹ as agent for the lenders party to the Second Lien Credit Agreement, together with its successor and permitted assigns in such capacity, or any other Person appointed by the holders of indebtedness under and in accordance with the Second Lien Debt Documents as agent for purposes of the Second Lien Debt Documents and Section 13 hereof.

“Second Lien Credit Agreement” means [                    ],³² as amended, modified, renewed, refunded, replaced, restated or refinanced from time to time (including, without limitation, any increase in principal amount or any extension of maturity).

30	Actual quarterly payment dates will be inserted.
31	An entity designated by Macquarie Capital (USA) Inc.
32	Second Lien Credit Facility to be described.

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“Second Lien Debt Documents” means the Second Lien Credit Agreement and all agreements, documents and instruments executed from time to time in connection therewith, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

“Senior Agent” means (a) until the indebtedness pursuant to the First Lien Debt Documents is paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend thereunder shall have been terminated, the First Lien Agent, then (b) until the indebtedness pursuant to the Second Lien Debt Documents is paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred), the Second Lien Agent and then (c) any other holder of Senior Debt at such time, or any agent on behalf of such holder.

“Senior Debt” means (i) all Indebtedness of the Company or any guarantor outstanding under Credit Facilities and all Hedging Obligations with respect thereto, (ii) any other Indebtedness of the Company unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes, and (iii) all Obligations with respect to the items listed in the preceding clauses (i) and (ii). Notwithstanding anything to the contrary in the foregoing, Senior Debt shall not include (w) any liability for federal, state, local or other taxes owed or owing to the Company, (x) any intercompany Indebtedness of the Company or any of its subsidiaries owing to the Company or any of its affiliates; and (y) any trade payables.

“Senior Debt Documents” means the First Lien Debt Documents, the Second Lien Debt Documents and all other agreements, documents and instruments executed from time to time in connection with the Senior Debt, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

ARTICLE 5 Amendment and Waiver. Except as otherwise expressly provided herein (including, without limitation, in Section 13(m)), the provisions of this Note may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only upon the written consent of the Majority Noteholders; provided that the written consent of all Holders of Notes shall be required to (i) change the Maturity Date of any Note, (ii) change the Interest Rate on any Note, (iii) change the principal amount of any Note or (iv) amend, modify or waive any of Sections 2(c), 2(d), 2(f), 3(a)(i), 4 (including the definitions set forth therein) or 13 of any Note or (v) amend or modify this Section 5 of any Note.

ARTICLE 6 Cancellation. After all principal and accrued interest at any time owed on this Note has been paid in full in cash, this Note shall be surrendered to the Company for cancellation and shall not be reissued.

ARTICLE 7 Payments. All payments in cash to be made to the Holder shall be made in the lawful money of the United States of America in immediately available funds.

ARTICLE 8 Place of Payment. Payments of principal and interest shall be delivered to the Holder at such address as is specified by prior written notice by the Holder.

ARTICLE 9 Governing Law. All questions concerning the construction, validity and interpretation of this Note will be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule. Any litigation arising hereunder or related thereto shall be tried by the United States District Court for the Southern District of New York, provided that if such litigation shall not be permitted to be tried by such court then such litigation shall be held in the state courts of New York sitting in New York City. The Company, and for purposes of Section 13, the Noteholders, irrevocably consent to and confer personal jurisdiction on the United States District Court for the Southern District of New York, or, if (but only if) the litigation in question shall not be permitted to be tried by such court, on the state courts of New York sitting in New York City, and expressly waives any objection to the venue of such court, as the case may be.

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ARTICLE 10 Waiver of Presentment, Demand and Dishonor. The Company hereby waives presentment for payment, protest, demand, notice of protest, notice of nonpayment and diligence with respect to this Note, and waives and renounces all rights to the benefits of any statute of limitations or any moratorium, appraisement, exemption, or homestead now provided or that hereafter may be provided by any federal or applicable state statute, including but not limited to exemptions provided by or allowed under the Bankruptcy Code, both as to itself and as to all of its property, whether real or personal, against the enforcement and collection of the obligations evidenced by this Note and any and all extensions, renewals, and modifications hereof.

ARTICLE 11 Business Days. If any payment is due, or any time period for giving notice or taking action expires, on a day which is a Saturday, Sunday or legal holiday in the State of New York, the payment shall be due and payable on, and the time period shall automatically be extended to, the next business day immediately following such Saturday, Sunday or legal holiday, and interest shall continue to accrue at the required rate hereunder until any such payment is made.

ARTICLE 12 Usury Laws. It is the intention of the Company and the Holder to conform strictly to all applicable usury laws now or hereafter in force, and any interest payable under this Note shall be subject to reduction to the amount not in excess of the maximum legal amount allowed under the applicable usury laws as now or hereafter construed by the courts having jurisdiction over such matters. If the maturity of this Note is accelerated by reason of an election by the Holder resulting from an Event of Default, optional prepayment by the Company or otherwise, then earned interest may never include more than the maximum amount permitted by law, computed from the date hereof until payment, and any interest in excess of the maximum amount permitted by law shall be canceled automatically and, if theretofore paid, shall at the option of the Holder either be rebated to the Company or credited on the principal amount of this Note, or if this Note has been paid, then the excess shall be rebated to the Company. The aggregate of all interest (whether designated as interest, service charges, points or otherwise) contracted for, chargeable, or receivable under this Note shall under no circumstances exceed the maximum legal rate upon the unpaid principal balance of this Note remaining unpaid from time to time. If such interest does exceed the maximum legal rate, it shall be deemed a mistake and such excess shall be canceled automatically and, if theretofore paid, rebated to the Company or credited on the principal amount of this Note, or if this Note has been repaid, then such excess shall be rebated to the Company.

ARTICLE 13 Subordination. Notwithstanding anything to the contrary set forth in this Note:

Section 13.1 Agreement to Subordinate. The Company agrees, and the Holder by accepting a Note agrees, that the obligations evidenced by the Notes are subordinated in right of payment, to the extent and in the manner provided in this Section 13, to the prior payment in full in cash of all Senior Debt (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed) (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred), and that the subordination is for the benefit of the holders of Senior Debt. Each holder of Senior Debt, whether such Senior Debt is now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired Senior Debt in reliance upon the provisions contained in this Section 13.

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Section 13.2 Liquidation; Dissolution; Bankruptcy. Upon any distribution, whether in cash, securities or other property, to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar Proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshaling of the Company’s assets and liabilities:

(a) holders of Senior Debt shall be entitled to receive payment in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such Proceeding at the rate specified in the applicable Senior Debt) before the Holder of the Notes shall be entitled to receive any payment with respect to the Notes (except that the Holder may receive (A) Permitted Junior Securities and (B) Payment-in-Kind Interest); and until all Obligations with respect to Senior Debt (as provided in clause (i) above) are paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend under the Senior Debt Documents shall have been terminated, any distribution to which the Holder would be entitled but for this Section 13 shall be made to the Senior Agent (except that holders of Notes may receive (A) Permitted Junior Securities and (B) Payment-in-Kind Interest). The Holder irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such distributions to the Senior Agent. The Holder also irrevocably authorizes and empowers the Senior Agent, in the name of the Holder, to demand, sue for, collect and receive any and all such distributions.

(b) the Holder agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt;

(c) the Holder agrees to execute, verify, deliver and file any proofs of claim in respect of this Note requested by the Senior Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints the Senior Agent its agent and attorney-in-fact to execute, verify, deliver and file such proofs of claim upon the failure of the Holder promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim; provided that Senior Agent shall have no obligation to execute, verify, deliver and/or file any such proof of claim; and

(d) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Section 13 shall continue to govern the relative rights and priorities of the holders of Senior Debt and the Holder even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and the provisions of this Section 13 shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Section 13.3 Payment Restrictions. The Company may not make any payment or distribution, whether in cash, securities or other property, to any Holder in respect of Obligations with respect to the Notes and may not acquire from any Holder any Notes for cash or property (other than (i) Permitted Junior Securities and (ii) Payment-in-Kind Interest) until all principal and other Obligations with respect to the Senior Debt have been paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend under the Senior Debt Documents shall have been terminated if (x) a default on Designated Senior Debt has occurred and is continuing or (y) such payment or distribution is not permitted by one or both Credit Agreements at such time.

J-8

Section 13.4 Remedies Block. Until the Senior Debt is paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend under the Senior Debt Documents shall have been terminated, the Holder shall not, without the prior written consent of the agent or representative under any Senior Debt (including the Senior Agent), (i) sue for payment of, or to initiate or participate with others in any suit, action or proceeding against the Company (A) to enforce payment of or to collect the whole or any part of this Note or (B) to commence judicial enforcement of any of the rights and remedies under this Indenture or applicable law with respect to this Note, or (ii) accelerate the Notes (it being understood that the Notes will automatically accelerate in the case of an Event of Default of the type set forth in Section 3(a)(ii)). Notwithstanding anything to the contrary in this Section 13(d), the Holders may take any of the actions set forth in clauses (i) and (ii) of this Section 13(d) to the extent available under this Note and applicable law, after the first to occur of: (x) the acceleration of any Senior Debt; provided, however, that the Senior Agent shall have received ten (10) days’ prior written notice of the Holder’s intention to effect such acceleration, (y) the date of initiation of any Proceeding or institution or commencement of any remedies against the Company in respect of the Senior Debt to foreclose upon a material portion or item of collateral and (z) the date the Senior Debt is paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend under the Senior Debt Documents shall have been terminated. Notwithstanding the foregoing, the Holder may (x) vote a claim and file proofs of claim against any Company in any Proceeding involving a Company, (y) commence legal proceedings to the extent necessary to prevent the running of applicable statutes of limitation or similar restrictions on claims and (z) make compulsory cross claims or counterclaims. Any distributions or other proceeds of any enforcement action described in clauses (i) and (ii) of the immediately preceding sentence obtained by the Holder in violation of the foregoing prohibition shall in any event be held in trust by it for the benefit of the Senior Agent and promptly paid or delivered to the Senior Agent in the form received until all Senior Debt is paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend under the Senior Debt Documents shall have been terminated.

Section 13.5 Acceleration of Notes. If payment of this Note is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of the acceleration.

Section 13.6 When Distribution Must Be Paid Over. In the event that the Holder receives any payment or other distribution, whether in cash, securities or other property, on account of any Obligations with respect to this Note not permitted to be made by the Company or accepted by the Holder under this Section 13, such payment or other distribution shall not be commingled with any of the assets of the Holder and shall be held by the Holder, in trust for the benefit of the Senior Agent, and shall promptly be paid over and delivered to, the Senior Agent, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid until all the Senior Debt is paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend under the Senior Debt Documents have been terminated.

Section 13.7 Notice by Company. The Company shall promptly notify Holder of any facts known to the Company that would cause a payment of any Obligations with respect to this Note to violate this Section 13, but failure to give such notice shall not affect the subordination of this Note to the Senior Debt as provided in this Section 13.

J-9

Section 13.8 Subrogation. After all Senior Debt is paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend under the Senior Debt Documents have been terminated and until the Note is paid in full, the Holder shall be subrogated (equally and ratably with all other Indebtedness pari passu with this Note) to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to the Holder have been applied to the payment of Senior Debt. A distribution made under this Section 13 to holders of Senior Debt that otherwise would have been made to the Holder is not, as between the Company and the Holder, a payment by the Company on the Notes.

Section 13.9 Relative Rights. This Section 13 defines the relative rights of the Holder and holders of Senior Debt. Nothing in this Section 13 shall:

(a) impair, as between the Company and the Holder, the obligation of the Company, which is absolute and unconditional, to pay principal of and interest on this Note in accordance with its terms;

(b) affect the relative rights of the Holder and creditors of the Company other than their rights in relation to holders of Senior Debt; or

(c) prevent Holder from exercising its available remedies upon an Event of Default, subject to the limitations set forth herein.

Section 13.10 Payment. If the Company fails because of this Section 13 to pay principal of or interest on a Note on the due date, the failure is still an Event of Default.

Section 13.11 Subordination May Not Be Impaired by Company. No right of any holder of Senior Debt to enforce the subordination of the Indebtedness evidenced by this Note shall be impaired by any act or failure to act by the Company or the Holder or by the failure of the Company or the Holder to comply with this Section 13.

Section 13.12 Distribution or Notice to Representative. Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution shall be made and the notice given to the Senior Agent. Upon any payment or distribution of assets of the Company referred to in this Section 13, the Holder shall be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of the Senior Agent or of the liquidating trustee or agent or other Person making any distribution to the Holder for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 13.

Section 13.13 Amendments. The provisions of this Section 13 shall not be amended or modified without the prior written consent of the requisite holders of each issue of Senior Debt and shall not be affected, modified or impaired in any manner or to any extent by any amendment or modification of or supplement to the Credit Agreements.

Section 13.14 No Collateral or Guaranties. Until the Senior Debt is paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend under the Senior Debt Documents shall have been terminated, the Holder shall not, without the prior written consent of the Senior Agent, accept any collateral, guaranties or other security or similar third party support agreements for the Note.

J-10

Section 13.15 Modifications to Senior Debt Documents. Any holder of Senior Debt may at any time and from time to time without the consent of or notice to the Holder, without incurring liability to the Holder and without impairing or releasing the obligations of the Holder under this Note, change the manner or place of payment or extend the time of payment of or renew or alter any of the terms of the Senior Debt, or amend in any manner any agreement, note, guaranty or other instrument evidencing or securing or otherwise relating to the Senior Debt.

Section 13.16 Assignments of Senior Debt. The holders of the Senior Debt may, from time to time, assign or transfer any or all of the Senior Debt or any interest therein to any Person in accordance with the applicable Senior Debt Documents and, notwithstanding any such assignment or transfer, or any subsequent assignment or transfer, the Senior Debt shall, subject to the terms hereof, be and remain Senior Debt for purposes of this Section 13, and every permitted assignee or transferee of any of the Senior Debt or of any interest therein shall, to the extent of the interest of such permitted assignee or transferee in the applicable Senior Debt Documents, be entitled to rely upon and be the third party beneficiary of the subordination provided under this Section 13 and shall be entitled to enforce the terms and provisions hereof to the same extent as if such assignee or transferee were initially a party hereto; provided that, with respect to any payments or property that the Holder is required to deliver to the Senior Agent, the Holder shall be permitted to pay the Person that the Holder most recently received notice from the Senior Agent to deliver such payments or property to and the Holder shall not be liable to any such permitted assignee or transferee for delivering any such payment or property to such Person.

Section 13.17 Third Party Beneficiary. The Holder expressly acknowledges and agrees that each holder of Senior Debt is an intended third party beneficiary of the subordination provided under this Section 13; provided, that each such holder of Senior Debt shall comply with its obligation to provide notice in accordance with Section 16 of this Note.

ARTICLE 14 Assignments of this Note. Until the Senior Debt has been paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend under the Senior Debt Documents have been terminated, the provisions of this Note (including, for the avoidance of doubt, the subordination provisions in Section 13) shall be binding on any successors and assigns or other transferees of this Note; provided, however, that (a) the Company may not assign this Note or any rights or duties hereunder without the Holder’s prior written consent and any prohibited assignment shall be absolutely void ab initio and (b) the Holder shall provide the Senior Agent notice in accordance with the notice provisions set forth in Section 16 promptly after making any assignment of this Note.

ARTICLE 15 Severability. In the event that any provision of this Note is deemed to be invalid, illegal or unenforceable by reason of the operation of any law or by reason of the interpretation placed thereon by any court or governmental authority, the validity, legality and enforceability of the remaining provisions of this Note shall not in any way be affected or impaired thereby, and the affected provision shall be modified to the minimum extent permitted by law so as most fully to achieve the intention of this Note.

J-11

ARTICLE 16 Notices. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, or sent by facsimile or United States of America mail or courier service and shall be deemed to have been given when delivered in person or by courier service, upon receipt of facsimile in complete and legible form, or three Business Days after depositing it in the United States of America mail with postage prepaid and properly addressed; provided that notices to the Holder shall not be effective until received. For the purposes hereof, the address of Payee, the Holder, the First Lien Agent and the Second Lien Agent shall be (a) as set forth below or (b) such other address as shall be designated by such Person in a written notice delivered to the other parties hereto (and, with respect to any new address designation of the Holder, to the Senior Agent for purposes of Section 13(p)). If any other holder of the Senior Debt shall become the Senior Agent, such holder shall deliver its address to the Holder pursuant to this Section 16.

COMPANY	FIRST LIEN AGENT
Westwood One, Inc.	General Electric Capital Corporation
[address]	[address]
HOLDER
SECOND LIEN AGENT
[Name]	[Name]
[address]	[address]

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

* * * * *

J-12

IN WITNESS WHEREOF, the Company has executed and delivered this Note on the date first written above.

WESTWOOD ONE, INC.
By:
	Name:
	Title:

The undersigned hereby agrees to the provisions of Section 13.

[HOLDER]
By:
	Name:
	Title:

J-13

Exhibit K
to
Credit Agreement

Solvency Certificate

October [•], 2011

This Solvency Certificate is being executed and delivered pursuant to Section 3.1(h) of that certain Credit Agreement dated as of the date hereof, by and among Westwood One, Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined below), the L/C Issuer (as defined below) General Electric Capital Corporation (“GE Capital”), as administrative agent and collateral agent for the Lenders and the L/C Issuers (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) and ING Capital LLC, as syndication agent (the “Syndication Agent”) (the “Credit Agreement”; capitalized terms used herein without definition shall have the meaning assigned to them in the Credit Agreement).

I, [•], the [Chief Financial Officer][President][Chief Executive Officer] of the Borrower, in such capacity and not in an individual capacity, hereby certify that I am the [Chief Financial Officer][President][Chief Executive Officer] of the Borrower and that I am generally familiar with the businesses and assets of the Borrower and its Subsidiaries (taken as a whole), I have made such other investigations and inquiries as I have deemed appropriate and am duly authorized to execute this Solvency Certificate on behalf of the Borrower pursuant to the Credit Agreement.

I further certify, in my capacity as [Chief Financial Officer][President][Chief Executive Officer] of the Borrower, and not in my individual capacity, as of the date hereof and after giving effect to the Acquisition and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement and any other funded indebtedness incurred to consummate the Acquisition, that, (i) the fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the total amount of liabilities, including contingent liabilities, of the Borrower and its Subsidiaries, on a consolidated basis; (ii) the present fair saleable value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, is not less than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries, on a consolidated basis, on their debts and liabilities as they become absolute and matured; (iii) the Borrower and its Subsidiaries, on a consolidated basis, are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which the Borrower’s and its Subsidiaries’ assets, on a consolidated basis, would constitute unreasonably small capital; and (iv) the Borrower and its Subsidiaries do not intend to, and do not believe that they will, incur debts or liabilities, on a consolidated basis, beyond their ability to pay such debts and liabilities as they mature. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

[Remainder of page intentionally left blank]

K-1

IN WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above.

WESTWOOD ONE, INC.
By:
	Name:	[                    ]
	Title:	[Chief Financial Officer][President] [Chief Executive Officer]

K-2

Exhibit L
to
Credit Agreement

Affiliated Lender Assignment Agreement

This Assignment, dated as of the Effective Date, is entered into between the Assignor and the Assignee (each as defined below).

The parties hereto hereby agree as follows:

Borrower:	Westwood One, Inc., a Delaware corporation (the “Borrower”)
Administrative Agent:	General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders and L/C Issuers (in such capacity and together with its successors and permitted assigns, the “Administrative Agent”)
Credit Agreement:	Credit Agreement, dated as of October 21, 2011, among the Borrower, the Lenders and L/C Issuers party thereto, the Administrative Agent and ING Capital, LLC, as syndication agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definition are used as defined in the Credit Agreement)
[Trade Date:	,                     ]33
Effective Date:	,                     34

33	Insert for informational purposes only if needed to determine other arrangements between the assignor and the assignee.
34	To be filled out by Administrative Agent upon entry in the Register.

EXHIBIT L-1

	Aggregate amount of	Aggregate amount of
	Commitments or	Commitments37 or
	principal amount of	principal amount of
Facility Assigned35	Loans for all Lenders36	Loans Assigned	Percentage Assigned38
	$	$		_____.	%
	$	$		_____.	%
	$	$		_____.	%

[The Remainder of this Page Was Intentionally Left Blank]

35	Fill in the appropriate defined term for the type of facilities under the Credit Agreement that are being assigned under this Assignment. (e.g., “Revolving Credit Facility”, “Term Loan Facility”, etc.)
36	In the case of the Revolving Credit Facility, includes Revolving Loans and interests, participations and obligations to participate in L/C Obligations and Swing Loans.
37	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. The aggregate amounts are inserted for informational purposes only to help in calculating the percentages assigned which, themselves, are for informational purposes only.
38	Set forth, to at least 9 decimals, the Assigned Interest as a percentage of the aggregate Commitment or Loans in the Facility. This percentage is set forth for informational purposes only and is not intended to be binding. The assignments are based on the amounts assigned not on the percentages listed in this column.

EXHIBIT L-2

1. Assignment. Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, Assignor’s rights and obligations in its capacity as Lender under the Credit Agreement (including Liabilities owing to or by Assignor thereunder) and the other Loan Documents, in each case to the extent related to the amounts identified above (the “Assigned Interest”).

2. Representations, Warranties and Covenants of Assignors. Assignor (a) represents and warrants to Assignee and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims, and (iii) by executing, signing and delivering this Assignment via ClearPar^® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) makes no other representation or warranty and assumes no responsibility, including with respect to the aggregate amount of the Facilities, the percentage of the Facilities represented by the amounts assigned, any statements, representations and warranties made in or in connection with any Loan Document or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any Loan Document or any document or information provided in connection therewith and the existence, nature or value of any Collateral, (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Group Member or Loan Party or the performance or nonperformance by any Loan Party of any obligation under any Loan Document or any document provided in connection therewith and (d) attaches any Notes held by it evidencing at least in part the Assigned Interest of such Assignor (or, if applicable, an affidavit of loss or similar affidavit therefor) and requests that the Administrative Agent exchange such Notes for new Notes in accordance with Section 2.14(e) of the Credit Agreement.

3. Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is an Affiliated Lender, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar^® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with Section 11.20 of the Credit Agreement, (f) specifies as its applicable address for notices (and as its lending offices in the case of a Debt Fund Affiliate, if applicable) the address (and offices, if applicable) set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9 and (i) the sale and assignment of the Assigned Interest satisfies the requirements of Section 11.2(g) of the Credit Agreement (either by satisfaction or waiver of such requirements).

EXHIBIT L-3

4. Determination of Effective Date; Register. Following the due execution and delivery of this Assignment by Assignor, Assignee and, to the extent required by Section 11.2(b) of the Credit Agreement, the Borrower, this Assignment (including its attachments) will be delivered to the Administrative Agent for its acceptance (to the extent required in Section 11.2(b) of the Credit Agreement) and recording in the Register. The effective date of this Assignment (the “Effective Date”) shall be the later of (i) to the extent required in Section 11.2(b) of the Credit Agreement, the acceptance of this Assignment by the Administrative Agent and (ii) the recording of this Assignment in the Register. The Administrative Agent shall insert the Effective Date, when known, in the space provided therefor at the beginning of this Assignment.

5. Effect. As of the Effective Date, (a) Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment, have the rights and obligations of a Lender under the Credit Agreement (subject to the provisions of Sections 11.2(g) and 11.23) and (b) Assignor shall, to the extent provided in this Assignment, relinquish its rights (except those surviving the termination of the Commitments and payment in full of the Obligations) and be released from its obligations (except those surviving the termination of the Commitments and payment in full of the Obligations) under the Loan Documents other than those obligations relating to events and circumstances occurring prior to the Effective Date.

6. Distribution of Payments. On and after the Effective Date, the Administrative Agent shall make all payments under the Loan Documents in respect of each Assigned Interest (a) in the case of amounts accrued to but excluding the Effective Date, to Assignor and (b) otherwise, to the Assignee.

7. Miscellaneous. This Assignment is a Loan Document and, as such, is subject to certain provisions of the Credit Agreement, including Sections 1.5 (Interpretation), 11.14(a) (Submission to Jurisdiction) and 11.15 (Waiver of Jury Trial) thereof. On and after the Effective Date, this Assignment shall be binding upon, and inure to the benefit of, the Assignors, Assignees, the Administrative Agent and their Related Persons and their successors and assigns. This Assignment shall be governed by, and be construed and interpreted in accordance with, the law of the State of New York. This Assignment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Assignment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart of this Assignment.

[Signature Pages Follow]

EXHIBIT L-4

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[NAME OF ASSIGNOR]         as Assignor
By:
	Name:
	Title:

[NAME OF ASSIGNEE]         as Assignee
By:
	Name:
	Title:

[Lending office for Eurodollar Rate Loans]:³⁹

[Insert Address (including contact name, fax number and e-mail address)]

³⁹ Lending office information only applicable for Debt Fund Affiliates, but notice information should also be provided for Non-Debt Fund Affiliates and Purchasing Borrower Parties.

EXHIBIT L-5

ACCEPTED and AGREED this ______ day of                                          :
[GENERAL ELECTRIC CAPITAL CORPORATION as Administrative Agent
By:
	Name:
	Title:]40
[WESTWOOD ONE, INC.41
By:
	Name:
	Title:]
[                                        , as L/C Issuer
By:
	Name:
	Title:]42
[GENERAL ELECTRIC CAPITAL CORPORATION, as Swingline Lender
By:
	Name:
	Title:]43

40	Include only if required pursuant to Section 11.2(b) of the Credit Agreement.
41	Include only if required pursuant to Section 11.2(b) of the Credit Agreement.
42	Include only if required pursuant to Section 11.2(b) of the Credit Agreement.
43	Include only if required pursuant to Section 11.2(b) of the Credit Agreement.

EXHIBIT L-6

Exhibit M
to
Credit Agreement

Form Intercompany Subordination Provisions

[Non-Loan Party] agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to [non-Loan Party] by [Loan Party] (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate in right of payment to the prior payment in full in cash of the Obligations (other than unasserted contingent indemnification obligations and unasserted reimbursement obligations). [Non-Loan Party] hereby agrees that it will not following written notice by the Administrative Agent (and in any case without notice following the occurrence and during the continuance of any Event of Default under Section 9.1(e) of the Credit Agreement), while any Event of Default is continuing, accept any payment, including by any offset, on any Intercompany Debt until the Termination Date (as defined in the Guaranty and Security Agreement).

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

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

Capitalized terms used but not defined herein have the meanings set forth in the Credit Agreement, dated as of October 21, 2011, among Westwood One, Inc., the Lenders and L/C Issuers party thereto, General Electric Capital Corporation, as administrative agent and ING Capital, LLC, as syndication agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.

EXHIBIT M-1

EX-10.2

Exhibit 10.2

Execution Version

GUARANTY AND SECURITY AGREEMENT

Dated as of October 21, 2011

among

WESTWOOD ONE, INC.,

Each Grantor
From Time to Time Party Hereto

and

GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent and Collateral Agent

TABLE OF CONTENTS

	Page
ARTICLE I DEFINED TERMS		2
Section 1.1 Definitions		2
Section 1.2 Certain Other Terms		4
ARTICLE II GUARANTY		4
Section 2.1 Guaranty		4
Section 2.2 Limitation of Guaranty		4
Section 2.3 Contribution		5
Section 2.4 Authorization; Other Agreements		5
Section 2.5 Guaranty Absolute and Unconditional		6
Section 2.6 Waivers		6
Section 2.7 Reliance		7
ARTICLE III GRANT OF SECURITY INTEREST		7
Section 3.1 Collateral		7
Section 3.2 Grant of Security Interest in Collateral		8
ARTICLE IV REPRESENTATIONS AND WARRANTIES		8
Section 4.1 Title; No Other Liens		8
Section 4.2 Perfection and Priority		8
Section 4.3 Jurisdiction of Organization; Chief Executive Office		9
Section 4.4 Locations of Inventory, Equipment and Books and Records		9
Section 4.5 Pledged Collateral		9
Section 4.6 Instruments and Tangible Chattel Paper Formerly Accounts		10
Section 4.7 Intellectual Property		10
Section 4.8 Commercial Tort Claims		10
Section 4.9 Specific Collateral		11
Section 4.10 Enforcement		11
Section 4.11 Deposit and Securities Accounts		11
Section 4.12 Representations and Warranties of the Credit Agreement		11
ARTICLE V COVENANTS		11
Section 5.1 Maintenance of Perfected Security Interest; Further Documentation and Consents		11
Section 5.2 Changes in Locations, Name, Etc.		12
Section 5.3 Pledged Collateral		12
Section 5.4 Accounts		13
Section 5.5 Commodity Contracts		13

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TABLE OF CONTENTS
(Continued)

	Page
Section 5.6 Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper		13
Section 5.7 Intellectual Property		14
Section 5.8 Notices		15
Section 5.9 Notice of Commercial Tort Claims		15
Section 5.10 Deposit and Securities Accounts		16
Section 5.11 Compliance with Credit Agreement		16
ARTICLE VI REMEDIAL PROVISIONS		16
Section 6.1 Code and Other Remedies		16
Section 6.2 Accounts and Payments in Respect of General Intangibles		19
Section 6.3 Pledged Collateral		20
Section 6.4 Proceeds to be Turned over to and Held by Administrative Agent		21
Section 6.5 Registration Rights		22
Section 6.6 Deficiency		22
Section 6.7 FCC Licenses		23
ARTICLE VII THE ADMINISTRATIVE AGENT		24
Section 7.1 Administrative Agent’s Appointment as Attorney-in-Fact		24
Section 7.2 Authorization to File Financing Statements		26
Section 7.3 Authority of Administrative Agent		26
Section 7.4 Duty; Obligations and Liabilities		27
ARTICLE VIII MISCELLANEOUS		27
Section 8.1 Reinstatement		27
Section 8.2 Release of Collateral		28
Section 8.3 Independent Obligations		28
Section 8.4 No Waiver by Course of Conduct		28
Section 8.5 Amendments in Writing		29
Section 8.6 Additional Grantors; Additional Pledged Collateral		29
Section 8.7 Notices		29
Section 8.8 Successors and Assigns		29
Section 8.9 Counterparts		29
Section 8.10 Severability		30
Section 8.11 Governing Law		30
Section 8.12 WAIVER OF JURY TRIAL		30
Section 8.13 Subordination of Intercompany Debt		30
Section 8.14 Intercreditor Agreement		31

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TABLE OF CONTENTS
(Continued)

ANNEXES AND SCHEDULES

Annex 1	Form of Pledge Amendment
Annex 2	Form of Joinder Agreement
Annex 3	Form of Intellectual Property Security Agreement
Schedule 1	Commercial Tort Claims
Schedule 2	Filings
Schedule 3	Jurisdiction of Organization; Chief Executive Office
Schedule 4	Securities and Deposit Accounts
Schedule 5	Location of Inventory and Equipment
Schedule 6	Pledged Collateral
Schedule 7	Intellectual Property

-iii-

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

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement dated as of October 21, 2011 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the Lenders and the L/C Issuers from time to time party thereto, GE Capital, as administrative agent and collateral agent for the Lenders and the L/C Issuers and ING Capital LLC, as syndication agent, the Lenders and the L/C Issuers have severally agreed to make extensions of credit and to provide other financial accommodations to the Borrower upon the terms and subject to the conditions set forth therein;

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

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

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

WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement and the obligation of the Lenders and the L/C Issuers to make their respective extensions of credit and to provide the other financial accommodations thereunder to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent;

NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the L/C Issuers and the Administrative Agent to enter into the Credit Agreement and to induce the Lenders and the L/C Issuers to make their respective extensions of credit to and to provide the other financial accommodations thereunder the Borrower and each Grantor hereby agrees with the Administrative Agent as follows:

GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

ARTICLE I

DEFINED TERMS

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

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

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

“Agreement” means this Guaranty and Security Agreement.

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

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

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

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

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

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

“Guarantor” means each Grantor other than the Borrower.

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

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

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

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

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

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

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

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

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

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

“Security Cash Collateral Account” means a Cash Collateral Account that is not a L/C Cash Collateral Account.

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

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

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

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

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

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

ARTICLE II

GUARANTY

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 2.6 Waivers. Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense (other than defense (i) of payment of the Guaranteed Obligations to the extent of such payment, (ii) that no Event of Default exists and (iii) that no Obligations are yet due and payable), setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following: (a) any demand for payment or performance and protest and notice of protest, (b) any notice of acceptance, (c) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and

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payable and (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Borrower or any other Guarantor. Until the Termination Date, each Guarantor further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against the Borrower or any other Guarantor by reason of any Loan Document or any payment made thereunder or (y) except to the extent otherwise permitted under Section 8.13, assert any claim, defense, setoff or counterclaim it may have against any other Loan Party or set off any of its obligations to such other Loan Party against obligations of such Loan Party to such Guarantor. No obligation of any Guarantor hereunder shall be discharged other than upon the occurrence of the Termination Date.

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

ARTICLE III

GRANT OF SECURITY INTEREST

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

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

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

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

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

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

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

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

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

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

To induce the Lenders, the L/C Issuers and the Administrative Agent to enter into the Loan Documents, each Grantor represents and warrants to each of them each of the following on and as of the Closing Date and each other date applicable pursuant to Section 3.2 of the Credit Agreement:

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

Section 4.2 Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Administrative Agent in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Administrative Agent in completed and duly authorized form), (ii) with respect to any deposit account, securities account or commodities account, the execution of Control Agreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a

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Contractual Obligation granting control to the Administrative Agent over such letter-of-credit rights, (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Administrative Agent over such electronic chattel paper, (vi) in the case of Vehicles, the actions required under Section 5.1(e), (vii) in the case of real property, the action required by real property law and (viii) such actions as may be required by applicable foreign laws affecting the grant of the security interest in the Pledged Stock of any Subsidiary that is not a domestic Subsidiary. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Agent’s Lien by operation of law or other Liens permitted by any Loan Document upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Administrative Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Administrative Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of Control Agreements with respect to such investment property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Administrative Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2 or unless waived in writing by the Administrative Agent, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly taken.

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

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

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

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

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

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

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

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

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

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

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

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

Section 4.12 Representations and Warranties of the Credit Agreement. The representations and warranties as to such Grantor and its Subsidiaries made by the Borrower in Article IV (Representations and Warranties) of the Credit Agreement are true and correct in all material respects (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect”) on the Closing Date and on each other date as required by Section 3.2(b) of the Credit Agreement or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date.

ARTICLE V

COVENANTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 5.4 Accounts. (a) [Reserved].

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

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

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

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(b) Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any investment property to any Person other than the Administrative Agent, or the Second Lien Agent pursuant to a Control Agreement under which the Administrative Agent has priority rights and remedies relative to the rights and remedies of the Second Lien Agent.

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VI

REMEDIAL PROVISIONS

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

(b) Disposition of Collateral. Without limiting the generality of the foregoing, the Administrative Agent may, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by applicable law) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), during the continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice or opportunity for a hearing on the Administrative Agent’s claim or action, (ii) collect, receive, appropriate and realize upon any Collateral and (iii) Sell, grant option or options to purchase and deliver any Collateral (enter into Contractual Obligations to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right, upon any such public sale or sales and, to the extent permitted by the UCC and other applicable Requirements of Law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. Notwithstanding anything to the contrary herein, the Administrative Agent shall not assign or otherwise dispose of any Trademark owned by any Grantor without assigning the assets and goodwill of the business associated therewith and any such assignment without doing so shall be null and void.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(b) At any time during the continuance of an Event of Default:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(c) To enforce the provisions of this Section 6.7, Administrative Agent is empowered to seek from the FCC and any other Governmental Authority, to the extent required, consent to or approval of any involuntary transfer of control of any entity whose Collateral is subject to this Agreement for the purpose of seeking a bona fide purchaser to whom control ultimately will be transferred. Each Grantor agrees to, and, if applicable, shall cause each of its Subsidiaries to agree to, cooperate with any such purchaser and with Agent in the preparation, execution and filing of any forms and providing any information that may be necessary in obtaining the consent of the FCC or any other Governmental Authority to the assignment to such purchaser of the Collateral, provided that no such filing of any application with the FCC shall be made unless and until an Event of Default has occurred and is continuing. Each Grantor agrees to, and, if applicable, shall cause each of its Subsidiaries to, consent to any such voluntary or involuntary transfer after and during the continuation of an Event of Default and without limiting any rights of Administrative Agent or any other Secured Party under any Loan Document, to authorize Administrative Agent to nominate a trustee or receiver selected by Administrative Agent to assume control of the Collateral, subject only to required judicial, FCC or other consents required by any Governmental Authority, in order to effectuate the transactions contemplated by this Section 6.7. Such trustee or receiver shall have all the rights and powers as

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provided to it by law or court order, or to Administrative Agent, as applicable, under this Agreement. Each Grantor agrees to, and, if applicable, shall cause each of its Subsidiaries to, cooperate to the extent necessary to obtain the consent of the FCC and the approval or consent of each other Governmental Authority required to effectuate the foregoing. Each Grantor agrees to, and, if applicable, shall use commercially reasonable efforts to cause each of its Subsidiaries to take all actions reasonably necessary to obtain all approvals, authorizations consents or waivers necessary to transfer ownership and control of the FCC Licenses to any trustee, receiver or bona fide purchaser on behalf of Administrative Agent or the Secured Parties, including (i) the prompt filing of all applications with the FCC or the other applicable Governmental Authorities following the occurrence and during the continuance of an Event of Default and the acceleration of all or any portion of the Obligations, and (ii) assist in obtaining all approvals, authorizations, consents or waivers necessary for the transactions contemplated by this Agreement. Such actions shall include, without limitation, providing to Administrative Agent any FCC registration numbers, tax identification numbers, account numbers and passwords for the FCC’s CDBS electronic filing system.

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

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

ARTICLE VII

THE ADMINISTRATIVE AGENT

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Reinstatement. Each Grantor agrees that, if any payment made by any Loan Party or other Person and applied to the Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by any Secured Party to such Loan Party, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent such payment or repayment is annulled, avoided, set aside, rescinded, invalidated, refunded or repaid, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, (a) any Lien or other Collateral securing such Grantor’s liability hereunder shall have been released or terminated by virtue of the foregoing or (b) any provision of the Guaranty hereunder shall have been terminated, cancelled or surrendered in connection with the foregoing payment, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

30

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

Section 8.14 Intercreditor Agreement. Administrative Agent, Second Lien Agent and Grantors have entered into that certain Intercreditor Agreement dated as of the date hereof. To the extent any provision of this Agreement conflicts with the Intercreditor Agreement, the Intercreditor Agreement shall control

[Signature Pages Follow]

GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

31

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

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

[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR WESTWOOD ONE, INC.’S CREDIT AGREEMENT]

WESTWOOD ONE RADIO NETWORKS, INC.,
	as Grantor
By:	/s/ Spencer Brown Name: Spencer Brown
	Title: Chief Executive Officer
WESTWOOD NATIONAL RADIO CORPORATION,
	as Grantor
By:	/s/ Spencer Brown Name: Spencer Brown
	Title: Chief Executive Officer
VERGE MEDIA COMPANIES, LLC,
	as Grantor
By:	/s/ Spencer Brown Name: Spencer Brown
	Title: Chief Executive Officer
VERGE MEDIA GROUP HOLDINGS, INC.,
	as Grantor
By:	/s/ Spencer Brown Name: Spencer Brown
	Title: Chief Executive Officer
VERGE MEDIA INTERMEDIATE HOLDINGS, INC.,
	as Grantor
By:	/s/ Spencer Brown Name: Spencer Brown
	Title: Chief Executive Officer

[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR WESTWOOD ONE, INC.’S CREDIT AGREEMENT]

VERGE MEDIA, INC.,
	as Grantor
By:	/s/ Spencer Brown Name: Spencer Brown
	Title: Chief Executive Officer
VERGE MEDIA SOLUTIONS, LLC,
	as Grantor
By:	/s/ Spencer Brown Name: Spencer Brown
	Title: Chief Executive Officer
EXCELSIOR RADIO NETWORKS, LLC,
	as Grantor
By:	/s/ Spencer Brown Name: Spencer Brown
	Title: Chief Executive Officer
EXBT, LLC,
	as Grantor
By:	/s/ Spencer Brown Name: Spencer Brown
	Title: Chief Executive Officer
DIAL COMMUNICATIONS GLOBAL MEDIA, LLC,
	as Grantor
By:	/s/ Spencer Brown Name: Spencer Brown
	Title: Chief Executive Officer

[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR WESTWOOD ONE, INC.’S CREDIT AGREEMENT]

TRITON NETWORK GROUP, LLC,
	as Grantor
By:	Spencer Brown Name: Spencer Brown
	Title: Chief Executive Officer
EXCELSIORTM, INC.,
	as Grantor
By:	/s/ Spencer Brown Name: Spencer Brown
	Title: Chief Executive Officer
TRITON MEDIA NETWORKS, LLC,
	as Grantor
By:	/s/ Spencer Brown Name: Spencer Brown
	Title: Chief Executive Officer
JPN, LLC,
	as Grantor
By:	/s/ Spencer Brown Name: Spencer Brown
	Title: Chief Executive Officer
TRITON RADIO NETWORK VENTURES, LLC,
	as Grantor
By:	/s/ Spencer Brown Name: Spencer Brown
	Title: Chief Executive Officer

[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR WESTWOOD ONE, INC.’S CREDIT AGREEMENT]

TRITON RADIO HOLDINGS, LLC,
	as Grantor
By:	/s/ Spencer Brown Name: Spencer Brown
	Title: Chief Executive Officer
TRITON MEDIAAMERICA, INC.,
	as Grantor
By:	/s/ Spencer Brown Name: Spencer Brown
	Title: Chief Executive Officer
TRITON RADIO NETWORKS, LLC,
	as Grantor
By:	/s/ Spencer Brown Name: Spencer Brown
	Title: Chief Executive Officer
AMERICAN COMEDY NETWORK, LLC,
	as Grantor
By:	/s/ Spencer Brown Name: Spencer Brown
	Title: Chief Executive Officer
RDG EXCELSIOR HOLDINGS, LLC,
	as Grantor
By:	/s/ Spencer Brown Name: Spencer Brown
	Title: Chief Executive Officer

[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR WESTWOOD ONE, INC.’S CREDIT AGREEMENT]

ACCEPTED AND AGREED
as of the date first above written:

GENERAL ELECTRIC CAPITAL CORPORATION,
     as Administrative Agent

By:	/s/ Laura S. DeAngelis Name: Laura S. DeAngelis
	Title: Duly Authorized Signatory

[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR WESTWOOD ONE, INC.’S CREDIT AGREEMENT]

ANNEX 1
TO
GUARANTY AND SECURITY AGREEMENT¹

FORM OF PLEDGE AMENDMENT

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

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

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

[GRANTOR]
By:
	Name:
	Title:

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

GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

A1-1

Annex 1-A

PLEDGED STOCK

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

PLEDGED DEBT INSTRUMENTS

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

GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

A1-2

ACKNOWLEDGED AND AGREED
as of the date first above written:

GENERAL ELECTRIC CAPITAL CORPORATION,
     as Administrative Agent

By:
	Name:
	Title:

GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

A1-3

ANNEX 2
TO
GUARANTY AND SECURITY AGREEMENT¹

FORM OF JOINDER AGREEMENT

This JOINDER AGREEMENT, dated as of                                           , 20                     , is delivered pursuant to Section 8.6 of the Guaranty and Security Agreement, dated as of October [_____], 2011, by WESTWOOD ONE, INC. (the “Borrower”) and the Affiliates of the Borrower from time to time party thereto as Grantors in favor of the General Electric Capital Corporation, as administrative agent and collateral agent for the Secured Parties referred to therein (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty and Security Agreement”). Capitalized terms used herein without definition are used as defined in the Guaranty and Security Agreement.

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

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

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

¹ To be used for addition of a new Grantor.

GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

A2-1

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

[ADDITIONAL GRANTOR]
By:
	Name:
	Title:

ACKNOWLEDGED AND AGREED
as of the date first above written:

By:
	Name:
	Title:

GENERAL ELECTRIC CAPITAL CORPORATION,
     as Administrative Agent

By:
	Name:
	Title:

GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

A2-2

ANNEX 3
TO
GUARANTY AND SECURITY AGREEMENT

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT¹

THIS [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT, dated as of October [_____], 2011, is made by [                    ] (the “Grantor”), in favor of General Electric Capital Corporation (“GE Capital”), as administrative agent and collateral agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) for the Lenders and the L/C Issuers (as defined in the Credit Agreement referred to below) and the other Secured Parties.

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, dated as of October [_____], 2011 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders and the L/C Issuers from time to time party thereto and GE Capital, as Administrative Agent for the Lenders and the L/C Issuers and ING Capital LLC, as syndication agent, the Lenders and the L/C Issuers have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

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

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

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

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

1	Separate agreements should be executed relating to the Grantor’s respective Copyrights, Patents, and Trademarks.
2	To be omitted if Grantor is the Borrower.

A3-1

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

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

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

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

or

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

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

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

or

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

(b) all renewals and extensions of the foregoing;

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

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

³ To be included in Trademark Security Agreements.

A3-2

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

Section 3. Guaranty and Security Agreement. The security interest granted pursuant to this [Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with the security interest granted to the Administrative Agent pursuant to the Guaranty and Security Agreement and the Grantor hereby acknowledges and agrees that the rights and remedies of the Administrative Agent with respect to the security interest in the [Copyright] [Patent] [Trademark] Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

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

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

[SIGNATURE PAGES FOLLOW]

A3-3

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

Very truly yours,
[GRANTOR]
	as Grantor
By:
	Name:
	Title:

ACCEPTED AND AGREED
as of the date first above written:

GENERAL ELECTRIC CAPITAL CORPORATION,
     as Administrative Agent

By:
	Name:
	Title:

[SIGNATURE PAGES TO] [PATENT] [TRADE MARK] SECURITY AGREEMENT]

A3-4

SCHEDULE I
TO
[COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT

[Copyright] [Patent] [Trademark] Registrations

A.	REGISTERED [COPYRIGHTS] [PATENTS] [TRADEMARKS]
	[Include Registration Number and Date]
B.	[COPYRIGHT] [PATENT] [TRADEMARK] APPLICATIONS
	[Include Application Number and Date]

GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

A3-I

EX-10.3

Exhibit 10.3

EXECUTION VERSION

$85,000,000

SECOND LIEN CREDIT AGREEMENT

Dated as of October 21, 2011

among

WESTWOOD ONE, INC., AS BORROWER

THE LENDERS PARTY HERETO

and

CORTLAND CAPITAL MARKET SERVICES LLC,
AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

and

MACQUARIE CAPITAL (USA) INC.,
AS SYNDICATION AGENT

♦ ♦ ♦

MACQUARIE CAPITAL (USA) INC.,

AS SOLE LEAD ARRANGER AND SOLE LEAD BOOKRUNNER

TABLE OF CONTENTS

	Page
ARTICLE 1 DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS		1
Section 1.1 Defined Terms		1
Section 1.2 UCC Terms		31
Section 1.3 Accounting Terms and Principles		31
Section 1.4 Payments		31
Section 1.5 Interpretation		32
ARTICLE 2 THE TERM LOANS		33
Section 2.1 The Commitments		33
Section 2.2 Borrowing Procedures		33
Section 2.3 [Reserved]		33
Section 2.4 [Reserved]		33
Section 2.5 Termination of the Commitments		33
Section 2.6 Repayment of Term Loans		33
Section 2.7 Optional Prepayments		33
Section 2.8 Mandatory Prepayments		34
Section 2.9 Interest		35
Section 2.10 Conversion and Continuation Options		36
Section 2.11 Fees		36
Section 2.12 Application of Payments; Prepayment Premium		36
Section 2.13 Payments and Computations		37
Section 2.14 Evidence of Debt		38
Section 2.15 Suspension of Eurodollar Rate Option		40
Section 2.16 Breakage Costs; Increased Costs; Capital Requirements		40
Section 2.17 Taxes		42
Section 2.18 Substitution of Lenders		45
ARTICLE 3 CONDITIONS TO TERM LOANS		46
Section 3.1 Conditions Precedent to Term Loans		46
Section 3.2 Determinations of Borrowing Conditions		50
ARTICLE 4 REPRESENTATIONS AND WARRANTIES		51
Section 4.1 Corporate Existence; Compliance with Law		51
Section 4.2 Loan and Related Documents		51
Section 4.3 Ownership of Group Members		52
Section 4.4 Financial Statements		52
Section 4.5 Material Adverse Effect		53
Section 4.6 Solvency		53
Section 4.7 Litigation		53
Section 4.8 Taxes		54
Section 4.9 Use of Proceeds; Margin Regulations		54
Section 4.10 No Burdensome Obligations; No Defaults		54
Section 4.11 Investment Company Act, Etc.		54
Section 4.12 Labor Matters		55

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

-i-

TABLE OF CONTENTS
(Continued)

	Page
Section 4.13 ERISA		55
Section 4.14 Environmental Matters		55
Section 4.15 Intellectual Property		56
Section 4.16 Title; Real Property		56
Section 4.17 Full Disclosure		56
Section 4.18 Patriot Act		57
Section 4.19 Mortgages		57
Section 4.20 Insurance		57
Section 4.21 Collateral Documents		57
Section 4.22 Compliance with OFAC Rules and Regulations		57
Section 4.23 Brokers’ Fees; Transaction Fees		57
Section 4.24 Acquisition Documentation		58
ARTICLE 5 FINANCIAL COVENANTS		58
Section 5.1 Maximum Consolidated Leverage Ratio		58
Section 5.2 Minimum Consolidated Interest Coverage Ratio		59
Section 5.3 Capital Expenditures		59
ARTICLE 6 REPORTING COVENANTS		60
Section 6.1 Financial Statements		60
Section 6.2 Other Events		62
Section 6.3 Copies of Notices and Reports		63
Section 6.4 Taxes		63
Section 6.5 Labor Matters		63
Section 6.6 ERISA Matters		63
Section 6.7 Environmental Matters		64
Section 6.8 Other Information		64
ARTICLE 7 AFFIRMATIVE COVENANTS		64
Section 7.1 Maintenance of Corporate Existence		64
Section 7.2 Compliance with Laws, Etc.		64
Section 7.3 Payment of Obligations		64
Section 7.4 Maintenance of Property		65
Section 7.5 Maintenance of Insurance		65
Section 7.6 Keeping of Books		65
Section 7.7 Access to Books and Property; Annual Meetings		65
Section 7.8 Environmental		66
Section 7.9 Use of Proceeds		66
Section 7.10 Additional Collateral and Guaranties		67
Section 7.11 Deposit Accounts; Securities Accounts and Cash Collateral Accounts		68
Section 7.12 Interest Rate Contracts		68
Section 7.13 Landlord and Mortgagee Agreements		68
Section 7.14 Credit Rating		69
Section 7.15 Post-Closing		69

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

-ii-

TABLE OF CONTENTS
(Continued)

	Page
ARTICLE 8 NEGATIVE COVENANTS		69
Section 8.1 Indebtedness		69
Section 8.2 Liens		71
Section 8.3 Investments		72
Section 8.4 Asset Sales		73
Section 8.5 Restricted Payments		75
Section 8.6 Prepayment of Indebtedness		75
Section 8.7 Fundamental Changes		76
Section 8.8 Change in Nature of Business		76
Section 8.9 Transactions with Affiliates		77
Section 8.10 Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments		77
Section 8.11 Modification of Certain Documents		78
Section 8.12 Accounting Changes; Fiscal Year		78
Section 8.13 Margin Regulations		78
Section 8.14 Compliance with ERISA		78
Section 8.15 Hazardous Materials		78
Section 8.16 Compliance with Anti-Terrorism Laws		78
ARTICLE 9 EVENTS OF DEFAULT		79
Section 9.1 Definition		79
Section 9.2 Remedies		81
Section 9.3 [Reserved]		81
Section 9.4 Governmental Approvals		82
Section 9.5 Borrower’s Right to Cure		82
ARTICLE 10 THE AGENTS		83
Section 10.1 Appointment and Duties		83
Section 10.2 Binding Effect		84
Section 10.3 Use of Discretion		84
Section 10.4 Delegation of Rights and Duties		85
Section 10.5 Reliance and Liability		85
Section 10.6 Agents Individually		86
Section 10.7 Lender Credit Decision		86
Section 10.8 Expenses; Indemnities		86
Section 10.9 Resignation of Agents		87
Section 10.10 Release of Collateral or Guarantors		89

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

-iii-

TABLE OF CONTENTS
(Continued)

	Page
ARTICLE 11 MISCELLANEOUS		89
Section 11.1 Amendments, Waivers, Etc.		89
Section 11.2 Assignments and Participations; Binding Effect		91
Section 11.3 Costs and Expenses		95
Section 11.4 Indemnities		96
Section 11.5 Survival		97
Section 11.6 Limitation of Liability for Certain Damages		97
Section 11.7 Lender-Creditor Relationship		97
Section 11.8 Right of Setoff		97
Section 11.9 Sharing of Payments, Etc.		98
Section 11.10 Marshaling; Payments Set Aside		98
Section 11.11 Notices		98
Section 11.12 Electronic Transmissions		99
Section 11.13 Governing Law		100
Section 11.14 Jurisdiction		101
Section 11.15 Waiver of Jury Trial		101
Section 11.16 Severability		101
Section 11.17 Execution in Counterparts		101
Section 11.18 Entire Agreement		101
Section 11.19 Use of Name		102
Section 11.20 Non-Public Information; Confidentiality		102
Section 11.21 Actions in Concert		103
Section 11.22 Patriot Act Notice		103
Section 11.23 Intercreditor Agreement		103

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

-iv-

SCHEDULES

Schedule I	Commitments
Schedule 1.1A	Certain EBITDA Adjustments — Broadcast Cash Flow
Schedule 1.1B	Certain EBITDA Adjustments — Non-Broadcast Cash Flow
Schedule 4.2	Permits and Consents
Schedule 4.3	Guarantors; Ownership of Group Members; Jurisdiction of Organization; Chief Executive Office
Schedule 4.7	Litigation
Schedule 4.8	Tax Matters
Schedule 4.12	Labor Matters
Schedule 4.13	ERISA
Schedule 4.14	Environmental Matters
Schedule 4.16	Mortgages
Schedule 8.1	Indebtedness
Schedule 8.2	Liens
Schedule 8.3	Investments
Schedule 8.9	Transactions with Affiliates
Schedule 8.10	Restrictive Contractual Obligations

EXHIBITS

Exhibit A	Form of Assignment
Exhibit B	Form of Note
Exhibit C	Form of Notice of Borrowing
Exhibit D	Form of Notice of Conversion or Continuation
Exhibit E	Form of Compliance Certificate
Exhibit F	Form of Guaranty and Security Agreement
Exhibit G	Form of Sponsor PIK Note
Exhibit H	Form of Solvency Certificate
Exhibit I	Form of Affiliated Lender Assignment
Exhibit J	Form of Intercompany Subordination Provisions
Exhibit K-1	Form of Series A Preferred Stock
Exhibit K-2	Form of Series B Preferred Stock

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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This Second Lien Credit Agreement, dated as of October 21, 2011, is entered into among WESTWOOD ONE, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined below), CORTLAND CAPITAL MARKET SERVICES LLC (“Cortland”), as administrative agent and collateral agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”) and MACQUARIE CAPITAL (USA) INC. (“Macquarie”), as syndication agent (the “Syndication Agent”).

The parties hereto agree as follows:

ARTICLE 1
DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

Section 1.1 Defined Terms. As used in this Agreement, the following terms have the following meanings:

“Acquisition” means the merger of Verge with and into Merger Sub pursuant to the terms of the Acquisition Agreement.

“Acquisition Agreement” means the Agreement and Plan of Merger, dated as of July 30, 2011, among the Borrower, Merger Sub and Verge (together with all exhibits and schedules thereto).

“Administrative Agent” has the meaning specified in the preamble hereto.

“Affected Lender” has the meaning specified in Section 2.18.

“Affiliate” means, with respect to any Person, each officer, director, general partner or joint-venturer of such Person and any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided, however, that no Secured Party shall be an Affiliate of the Borrower, any Loan Party or any Subsidiary of a Loan Party solely by reason of the provisions of the Loan Documents. For the purpose of this definition, “control” means the possession of either (a) the power to vote, or the beneficial ownership of, 10% or more of the Voting Stock of such Person or (b) the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Affiliated Lender” means any Debt Fund Affiliate or Non-Debt Fund Affiliate.

“Affiliated Lender Assignment” has the meaning specified in Section 11.2(g)(i)(A).

“Agents” means, collectively, the Administrative Agent and the Syndication Agent and “Agent” shall mean any one of them.

“Agreement” means this Credit Agreement.

“Applicable Margin” means a per annum rate equal to (i) 10.50%, in the case of Term Loans that are Base Rate Loans and (ii) 11.50%, in the case of Term Loans that are Eurodollar Rate Loans.

“Anti-Terrorism Laws” means any Requirement of Law related to terrorism financing or money laundering including the Patriot Act, The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) and Executive Order 13224 (effective September 24, 2001).

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

“Approved Fund” means, with respect to any Lender, any Person (other than a natural Person) that (a) is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and (b) is advised or managed by (i) such Lender, (ii) any Affiliate of such Lender or (iii) any Person (other than a natural person) or any Affiliate of any Person (other than a natural person) that administers or manages such Lender.

“Arranger” means Macquarie, in its capacity as sole lead arranger and sole lead bookrunner with respect to the Term Loans.

“Assignment” means an assignment agreement entered into by a Lender, as assignor, and any Person, as assignee, pursuant to the terms and provisions of Section 11.2 (with the consent of any party whose consent is required by Section 11.2), in substantially the form of Exhibit A, or any other form approved by the Syndication Agent.

“Available Amount” means, at any time (the “Available Amount Reference Date”), the sum of (a) the Net Cash Proceeds received by Borrower from the sale of Borrower’s Stock or Stock Equivalents (excluding pursuant to any Specified Equity Contribution) plus (b) the Available Amount Additional Amount as of such Available Amount Reference Date minus (c) the sum of (i) any Investments made pursuant to Section 8.3(o) during the period commencing on the Closing Date and ending on the Available Amount Reference Date and (ii) any Restricted Payment made pursuant to Section 8.5(e) during the period commencing on the Closing Date and ending on the Available Amount Reference Date.

“Available Amount Additional Amount” as of any Available Amount Reference Date means the sum of any Available Amount Excess Cash Flow Increment Adjustments occurring on or prior to such Available Amount Reference Date.

“Available Amount Excess Cash Flow Increment Adjustment” means, for each Fiscal Year, as of the date of payment of any mandatory prepayment with respect to any Fiscal Year pursuant to Section 2.8 hereof, an amount (which shall not be less than zero for such Fiscal Year) equal to (a) 50% multiplied by (b) 25% of the Excess Cash Flow for such Fiscal Year.

“Available Amount Reference Date” has the meaning set forth in the definition of “Available Amount.”

“Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.) and the regulations issued thereunder.

“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus ¹/2 of 1%, (c) 2.50% and (d) the one-month Eurodollar Rate plus 1.00%. For purposes hereof: “Prime Rate” shall mean the prime lending rate as set forth on the British Banking Association Telerate Page 5 (or such other comparable page as may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rate), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually available. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective as of the opening of business on the effective date of such change in the Prime Rate, or the Federal Funds Rate, respectively.

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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“Base Rate Loan” means any Term Loan that bears interest based on the Base Rate.

“Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise, but not including any plan established, administered or required by any Governmental Authority) to which any Group Member incurs or otherwise has any obligation or liability, contingent or otherwise.

“Borrower” has the meaning specified in the preamble hereto.

“Borrowing” means a borrowing consisting of Term Loans made on the Closing Date by the Lenders according to their respective Commitments.

“Business” means the radio programming and services and advertising air time sales business of the Loan Parties.

“Business Day” means any day that is not a Saturday, Sunday or a day on which banks are required or authorized to close in New York City and, when determined in connection with notices and determinations in respect of any Eurodollar Rate or Eurodollar Rate Loan or any funding, conversion, continuation, Interest Period or payment of any Eurodollar Rate Loan, that is also a day on which dealings in Dollar deposits are carried on in the London interbank market.

“Capital Expenditures” means, for any Person for any period, the aggregate of all cash expenditures, whether or not made through the incurrence of Indebtedness, by such Person and its Subsidiaries during such period for the acquisition, leasing (pursuant to a Capital Lease), construction, replacement, repair, substitution or improvement of fixed or capital assets or additions to equipment, in each case required to be capitalized under GAAP on a Consolidated statement of cash flows of such Person, excluding (a) interest capitalized during construction, (b) any expenditure to the extent, for purpose of the definition of Permitted Acquisition, such expenditure is part of the aggregate amounts payable in connection with, or other consideration for, any Permitted Acquisition consummated during or prior to such period, (c) proceeds from Sales of property or a Property Loss Event applied toward the purchase of any property or expenditures made in accordance with Section 2.8(c) and (d) Net Cash Proceeds of any sale or issuance of Stock of the Borrower or Net Cash Proceeds of equity contributions in respect of the Stock of the Borrower, in each case after the Closing Date, used to fund such expenditure during such period.

“Capital Lease” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, any property (whether real, personal or mixed) by such Person as lessee that has been or is required to be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with GAAP.

“Capitalized Lease Obligations” means, at any time, with respect to any Capital Lease, any lease entered into as part of any Sale and Leaseback Transaction of any Person or any Synthetic Lease, the amount of all obligations of such Person that is (or that would be required to be, if such Synthetic Lease or other lease were accounted for as a Capital Lease) capitalized on a balance sheet of such Person prepared in accordance with GAAP.

“Cash Collateral Account” means a deposit account or securities account in the name of the Borrower and under the sole control (as defined in the applicable UCC) of the First Lien Agent (if prior to the First Lien Termination Date) or the Administrative Agent (if otherwise) and (a) in the case of a deposit account, from which the Borrower may not make withdrawals except as permitted by the First Lien Agent or the Administrative Agent, as applicable and (b) in the case of a securities account, with respect to which the First Lien Agent or the Administrative Agent, as applicable, shall be the entitlement holder and the only Person authorized to give entitlement orders with respect thereto.

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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“Cash Equivalents” means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government or (ii) issued by any agency of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any Person organized under the laws of any state of the United States, (d) any Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) any Lender or First Lien Lender or (ii) any commercial bank that is (A) organized under the laws of the United States, any state thereof or the District of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000,000, (e) shares of any United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided, however, that the maturities of all obligations specified in any of clauses (a), (b), (c) and (d) above shall not exceed 365 days and (f) all other cash equivalents from time to time approved by the Syndication Agent.

“CERCLA” means the United States Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.).

“Change of Control” means the occurrence of any of the following: (a) the Permitted Investors shall cease to own and control legally and beneficially all of the economic and voting rights associated with ownership of at least a majority of the outstanding Voting Stock of each class of Voting Stock of the Borrower, (b) Continuing Directors shall not constitute at least a majority of the board of directors of the Borrower or (c) a “Change of Control” or any term of similar effect as defined in the First Lien Credit Agreement shall occur.

“Closing Date” means October 21, 2011.

“Code” means the U.S. Internal Revenue Code of 1986.

“Collateral” means all property and interests in property and proceeds thereof now owned or hereafter acquired by any Loan Party in or upon which a Lien is granted or purported to be granted pursuant to any Loan Document other than Excluded Assets.

“Commitment” means, with respect to each Lender, the commitment of such Lender to make Term Loans to the Borrower, which commitment is in the amount set forth opposite such Lender’s name on Schedule I under the caption “Commitment”, as amended to reflect Assignments and as such amount may be reduced pursuant to this Agreement. The aggregate amount of the Commitments on the Closing Date equals $85,000,000.

“Commitment Letter” means the letter agreement, dated as of July 30, 2011, addressed to Verge from Macquarie and MIHI LLC and accepted by Verge, as the same may be amended or otherwise modified on or prior to the Closing Date.

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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“Communications Laws” means the Communications Act of 1934, as amended from time to time, and the rules, orders, regulations and other applicable requirements of the FCC.

“Compliance Certificate” means a certificate substantially in the form of Exhibit E.

“Consolidated” means, with respect to any Person, the accounts of such Person and its Subsidiaries consolidated in accordance with GAAP.

“Consolidated Cash Interest Expense” means, with respect to any Person, without duplication, for any period, the Consolidated Interest Expense of such Person for such period less the sum of, in each case to the extent included in the definition of Consolidated Interest Expense, (a) the amortized amount of debt discounts or premiums, financing fees and other debt issuance costs, including such fees paid in connection with this Agreement, the other Loan Documents, the First Lien Loan Documents, and the Term Loans made hereunder on the Closing Date and the other Related Documents and the payment of all fees, costs and expenses associated with the foregoing, any amendment, consent or waiver to the Loan Documents, any Indebtedness permitted under Section 8.1, or any amendment to the documentation evidencing such Indebtedness, in each case, to the extent capitalized and amortized in accordance with GAAP, (b) charges relating to write-ups or write-downs in the book or carrying value of existing Consolidated Total Debt, (c) interest payable in evidences of Indebtedness or by addition to the principal of the related Indebtedness (including “pay-in-kind”), (d) other non-cash interest, including (i) as a result of the effects of purchase accounting and (ii) non-cash interest expense attributable to the movement of mark-to-mark valuation of obligations under Hedging Agreements or other derivative instruments pursuant to Accounting Standards Codification 815-10 and (e) initial fees, any periodic fee payments and cash costs associated with breakage in respect of Interest Rate Contracts permitted under this Agreement (but not recurring payments thereunder). Notwithstanding the foregoing for any interest expense that represents an accrual for cash payments in any future period, such interest expense shall be included as Consolidated Cash Interest Expense for such period when paid.

“Consolidated Closing Leverage Ratio” means, with respect to any Person as of the Closing Date, the ratio of (a) Indebtedness of such Person outstanding as of such date under the Loan Documents and the First Lien Loan Documents (but excluding undrawn amounts under outstanding letters of credit thereunder); provided that any borrowing of First Lien Revolving Loans on the Closing Date to fund additional upfront fees incurred under the provisions of the First Lien Fee Letter under the heading “Market Flex” shall be excluded from Indebtedness for purposes of such calculations) to (b) Consolidated EBITDA for such Person on a Pro Forma Basis immediately after giving effect to the Related Transactions for the last period of four consecutive Fiscal Quarters ending on or before the last date for which quarterly Financial Statements have been delivered to the Arranger.

“Consolidated Current Assets” means, with respect to any Person at any date, the total Consolidated current assets of such Person at such date other than cash, Cash Equivalents and any Indebtedness owing to such Person or any of its Subsidiaries by Affiliates of such Person.

“Consolidated Current Liabilities” means, with respect to any Person at any date, all liabilities of such Person and its Subsidiaries at such date that should be classified as current liabilities on a Consolidated balance sheet of such Person; provided, however, that “Consolidated Current Liabilities” shall exclude the principal amount of the Term Loans and First Lien Loans then outstanding.

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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“Consolidated EBITDA” means, with respect to any Person for any period, (a) the Consolidated Net Income of such Person for such period plus (b) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income (other than with respect to clauses (b)(xiii)and (xiv) below) but without duplication, (i) any provision for income taxes or other taxes measured by net income or profits (or similar taxes imposed in lieu of such taxes), (ii) Consolidated Interest Expense, amortization of debt discount and commissions and other fees and charges associated with Indebtedness, (iii) any loss, expense or charge from extraordinary items, (iv) any depreciation, depletion and amortization expense, (v) any aggregate net loss on the Sale of property (other than accounts and inventory (as each such term is defined under the applicable UCC)) outside the ordinary course of business, (vi) any other non-cash expenditure, charge or loss for such period (other than any non-cash expenditure, charge or loss relating to write-offs, write-downs or reserves with respect to accounts and inventory), including the amount of any compensation deduction as the result of any grant of Stock or Stock Equivalents to employees, officers, directors or consultants, (vii) non-cash compensation charges, (viii) restructuring charges consisting of severance charges, facilities consolidation charges, and termination charges with respect to programming contracts, in each case (w) of a nature described in the FTI Report dated July 2011, (x) in an aggregate amount not to exceed $11,000,000, (y) arising in connection with the Related Transactions and (z) incurred on or before December 31, 2012, (ix) fees to Sponsors and their Affiliates for operational consulting and similar services or management, monitoring and advisory services incurred during the four Fiscal Quarter period of determination in an amount not to exceed $1,000,000 in the aggregate, (x) fees and expenses incurred in connection with the transactions contemplated by the Loan Documents and the other Related Transactions occurring on or about the Closing Date to the extent paid in cash (it being understood that a portion of such fees may be paid after the Closing Date), (xi) one-time non-cash purchase accounting or recapitalization accounting losses incurred in accordance with GAAP in connection with the transactions contemplated by the Loan Documents and the other Related Transactions, (xii) adjustments in a manner reasonably satisfactory to the Syndication Agent to eliminate the effect of non-cash barter transactions, (xiii) cost savings projected by the Borrower and of the nature described in the FTI Report dated July 2011 under the heading “Broadcast Cash Flow” corresponding to the four Fiscal Quarter period of determination to be realized by December 31, 2012 as a result of actions taken, or committed or planned to be taken, after the Closing Date in the applicable amount set forth on Schedule 1.1A, (xiv) cost savings projected by the Borrower and of the nature described in the FTI Report dated July 2011 under the heading “Non-Broadcast Cash Flow” corresponding to the four Fiscal Quarter period of determination to be realized by December 31, 2012 as a result of actions taken, or committed or planned to be taken, after the Closing Date in the applicable amount set forth on Schedule 1.1B, (xv) unusual, non-operating or non-recurring costs, expenses or charges in an aggregate amount not to exceed $1,000,000 during any four Fiscal Quarter period of determination, (xvi) expenses actually reimbursed no later than ninety (90) days after the end of such period pursuant to a written contract or insurance policy with an unaffiliated third party, which contract or insurance obligations has not been disclaimed, to the Borrower or any of its Subsidiaries, (xvii) the proceeds of any Specified Equity Contribution made during such period (but solely for the limited purposes for which such proceeds are permitted to be added to Consolidated EBITDA pursuant to Section 9.5), (xviii) non-cash losses incurred in connection with any Hedging Agreements, (xix) any aggregate loss on the sale or other disposition of property outside the ordinary course of business, (xx) non-cash accruals of distributions to the Borrower’s equity holders (including, without limitation, accrued dividends on preferred equity) and (xxi) losses attributable to the “digital” business for the period from July 1, 2011 through and including July 29, 2011 in an aggregate amount not to exceed $1,620,519 and minus (c) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income and without duplication, (i) any credit for United States federal income taxes or other taxes measured by net income, (ii) any interest income, (iii) any gain from extraordinary items and any other non-recurring, non-operating gains, (iv) any aggregate net gain from the Sale of property outside of the ordinary course of business by such Person (other than accounts and inventory (as each such term is defined in the applicable UCC)), (v) non-cash gain realized in connection with any Hedging Agreements, (vi) any other non-cash gain, including any reversal of a charge referred to in clause (b)(vi) above by reason of a decrease in the value of any Stock or Stock Equivalent, and (vii) any other cash payment in respect of expenditures, charges and losses that have been added to Consolidated EBITDA of such Person pursuant to clause (b)(vi) above in any prior period. Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the Fiscal Quarters ended December 31, 2010, March 31, 2011 and June 30, 2011, Consolidated EBITDA for such Fiscal Quarters shall be $19,908,299, $9,154,979 and $10,321,778 respectively.

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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“Consolidated Interest Coverage Ratio” means, with respect to any Person for any period, the ratio of (a) Consolidated EBITDA of such Person for such period to (b) Consolidated Cash Interest Expense of such Person for such period.

“Consolidated Interest Expense” means, for any Person, without duplication, for any period, (a) Consolidated total interest expense of such Person and its Subsidiaries for such period and including, in any event, (i) interest capitalized during such period and net costs under Interest Rate Contracts for such period (but excluding any such unrealized costs and losses), (ii) all fees, charges, commissions, discounts and other similar obligations (other than reimbursement obligations) with respect to letters of credit, bank guarantees, banker’s acceptances, surety bonds and performance bonds (whether or not matured) payable by such Person and its Subsidiaries during such period and (iii) interest capitalized or paid in cash during such period under the Loan Documents, the First Lien Loan Documents or Sponsor PIK Notes, minus (b) the sum of (i) Consolidated net gains of such Person and its Subsidiaries under Interest Rate Contracts for such period (but excluding any such unrealized gains) and (ii) Consolidated interest income of such Person and its Subsidiaries for such period.

“Consolidated Leverage Ratio” means, with respect to any Person, without duplication, as of any date, the ratio of (a) Consolidated Total Debt of such Person outstanding as of such date but excluding (i) the Sponsor PIK Notes and (ii) undrawn amounts under outstanding letters of credit issued under the First Lien Credit Agreement to (b) Consolidated EBITDA for such Person for the last period of four consecutive Fiscal Quarters ending on or before such date.

“Consolidated Net Income” means, with respect to any Person, for any period, the Consolidated net income (or loss) of such Person and its Subsidiaries for such period; provided, however, that the following shall be excluded: (a) the net income of any other Person in which such Person or one of its Subsidiaries has a joint interest with a third-party (which interest does not cause the net income of such other Person to be Consolidated into the net income of such Person), except to the extent of the amount of dividends or distributions paid to such Person or Subsidiary, (b) the net income of any Subsidiary of such Person that is, on the last day of such period, subject to any restriction or limitation on the payment of dividends or the making of other distributions, to the extent of such restriction or limitation, (c) the net income of any other Person arising prior to such other Person becoming a Subsidiary of such Person or merging or consolidating into such Person or its Subsidiaries, (d) any gain (or loss) resulting from any purchase of First Lien Term Loans by any Purchasing Borrower Party (as defined in the First Lien Credit Agreement) pursuant to Sections 2.21 and 11.2(g) of the First Lien Credit Agreement and (e) the cumulative effect of changes in accounting principles.

“Consolidated Total Debt” of any Person means all Indebtedness of a type described in clause (a), (b), (c)(i), (d), (f) or (g) of the definition thereof and, without duplication, all Guaranty Obligations with respect to any such Indebtedness, in each case of such Person and its Subsidiaries on a Consolidated basis.

“Constituent Documents” means, with respect to any Person, collectively and, in each case, together with any modification of any term thereof, (a) the articles of incorporation, certificate of incorporation, constitution or certificate of formation of such Person, (b) the bylaws, operating agreement or joint venture agreement of such Person, (c) any other constitutive, organizational or governing document of such Person, whether or not equivalent, and (d) any other document setting forth the manner of election or duties of the directors, officers or managing members of such Person or the designation, amount or relative rights, limitations and preferences of any Stock of such Person.

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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“Continuing Director” means, at any date, an individual (a) who is a member of the board of directors of the Borrower on the Closing Date, (b) who, as of the date of determination, has been a member of such board of directors for at least the twelve preceding months, (c) who has been nominated to be a member of such board of directors, directly or indirectly, by the Permitted Investors or Persons nominated by the Permitted Investors or (d) who has been nominated to be a member of such board of directors by individuals referred to in clauses (a) through (c) above constituting at the time of such election or nomination at least a majority of such board of directors.

“Contractual Obligation” means, with respect to any Person, any provision of any Security issued by such Person or of any document or undertaking (other than a Loan Document) to which such Person is a party or by which it or any of its property is bound or to which any of its property is subject.

“Control Agreement” means, with respect to any deposit account, any securities account, commodity account, securities entitlement or commodity contract, an agreement, in form and substance reasonably satisfactory to the Syndication Agent and the Administrative Agent, among the Administrative Agent, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried, the Loan Party maintaining such account and, if applicable, the First Lien Agent, effective to grant “control” (as defined under the applicable UCC) over such account to the First Lien Agent (if prior to the First Lien Termination Date) or the Administrative Agent (if otherwise).

“Controlled Deposit Account” means each deposit account (including all funds on deposit therein) that is the subject of an effective Control Agreement and that is maintained by any Loan Party with a financial institution reasonably acceptable to the Syndication Agent.

“Controlled Investment Affiliate” means, as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Controlled Securities Account” means each securities account or commodity account (including all financial assets held therein and all certificates and instruments, if any, representing or evidencing such financial assets) that is the subject of an effective Control Agreement and that is maintained by any Loan Party with a securities intermediary or commodity intermediary reasonably acceptable to the Syndication Agent.

“Copyrights” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith.

“Corporate Chart” means a document in form reasonably acceptable to the Syndication Agent and setting forth, as of a date set forth therein, for each Person that is a Loan Party, that is subject to Section 7.10 or that is a Subsidiary or Joint Venture of any of them, (a) the full legal name of such Person, (b) the jurisdiction of organization and any organizational number and tax identification number of such Person, (c) the location of such Person’s chief executive office (or, if applicable, sole place of business) and (d) the number of shares of each class of Stock of such Person (other than the Borrower) authorized, the number outstanding and the number and percentage of such outstanding shares for each such class owned, directly or indirectly, by any Loan Party or any Subsidiary of any of them.

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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“Cortland” has the meaning specified in the preamble hereto.

“Credit Ratings” has the meaning specified in Section 7.14.

“Customary Permitted Liens” means, with respect to any Person, any of the following:

(a) Liens (i) with respect to the payment of taxes, assessments or other governmental charges or (ii) of suppliers, carriers, materialmen, warehousemen, workmen or mechanics and other similar Liens, in each case imposed by law or arising in the ordinary course of business, and, for each of the Liens in clauses (i) and (ii) above for amounts that are (x) not overdue for a period of more than thirty (30) days or (y) being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves or other appropriate provisions are maintained on the books of such Person in accordance with GAAP;

(b) Liens (i) of a collection bank on items in the course of collection arising under Section 4-208 of the UCC as in effect in the State of New York or any similar section under any applicable UCC or any similar Requirement of Law of any foreign jurisdiction, (ii) relating to pooled deposit or sweep accounts of the Borrower and its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and its Subsidiaries or (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with such financial institution (including the right of setoff) and that are within the general parameters customary in the banking industry (and not securing any Indebtedness for borrowed money);

(c) pledges or cash deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance or other types of social security benefits (other than any Lien imposed by ERISA), (ii) to secure the performance of bids, tenders, leases (other than Capital Leases), statutory obligations, sales or other trade contracts (other than for the repayment of borrowed money), (iii) made in lieu of, or to secure the performance of, surety, customs, reclamation or performance bonds (in each case not related to judgments or litigation) and other obligations of a similar nature incurred in the ordinary course of business or (iv) securing liability for reimbursement of indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance incurred in the ordinary course of business;

(d) judgment liens (other than for the payment of taxes, assessments or other governmental charges) securing judgments and other proceedings not constituting an Event of Default under Section 9.1(f) and pledges or cash deposits made in lieu of, or to secure the performance of, judgment or appeal bonds in respect of such judgments and proceedings;

(e) Liens (i) arising by reason of zoning restrictions, easements, licenses, reservations, restrictions, covenants, rights-of-way, encroachments, minor defects or irregularities in title (including leasehold title) and other similar encumbrances on the use of real property or (ii) consisting of leases, licenses or subleases granted by a lessor, licensor or sublessor on its property (in each case other than Capital Leases) otherwise permitted under Section 8.4 that, for each of the Liens in clauses (i) and (ii) above (other than in the case of subleases), do not, in the aggregate, materially (x) impair the value or marketability of such real property or (y) interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property by the Borrower and its Subsidiaries taken as a whole;

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(f) Liens of landlords and mortgagees of landlords (i) arising by statute or under any lease or related Contractual Obligation entered into in the ordinary course of business, (ii) on fixtures and movable tangible property located on the real property leased or subleased from such landlord, (iii) for amounts not overdue by more than thirty (30) days or that are being contested in good faith by appropriate proceedings diligently conducted and (iv) for which adequate reserves or other appropriate provisions are maintained on the books of such Person in accordance with GAAP;

(g) the title and interest of a lessor or sublessor in and to personal property leased or subleased (other than through a Capital Lease), in each case extending only to such personal property (including any precautionary UCC financing statement filings by such lessor);

(h) Liens securing the financing of the premiums with respect to insurance policies;

(i) Liens or rights of setoff against credit balances of the Borrower or any of its Subsidiaries with credit card issuers or credit card processors or amounts owing to credit card issuers or credit card processors to the Borrower or any of its Subsidiaries in the ordinary course of business; provided that such Liens do not secure Indebtedness; and

(j) deposits of cash with the owner or lessor of premises leased and operated by the Borrower or any of its Subsidiaries in the ordinary course of business of the Borrower and such Subsidiary to secure the performance of the Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises in an aggregate amount not to exceed $1,100,000.

“Debt Fund Affiliate” means an Affiliate of one or more of the Sponsors (other than any Group Member or a natural person) that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and is a bona fide debt fund and with respect to which the Sponsors do not, directly or indirectly, possess the power to direct the investment policies of such entity, including, without limitation, specific decisions as to the voting of investment interests held by such fund.

“Default” means any Event of Default and any event that, with the passing of time or the giving of notice or both, would become an Event of Default.

“Digital Reseller Agreement” means that certain Digital Reseller Agreement, dated as of July 29, 2011 between Triton Media Group, LLC (to be renamed Triton Media, LLC), a California limited liability company, and Dial Communication Global Media, LLC, a Delaware limited liability company.

“Disclosure Documents” means, collectively, (a) all confidential information memoranda and related materials reviewed by the Sponsors and prepared in connection with the syndication of the Term Loans and (b) all other documents filed by any Group Member with the United States Securities and Exchange Commission.

“Disqualified Competitors” means, collectively, the Borrower’s competitors (including any such entities’ Subsidiaries but excluding any entity that is a Debt Fund Affiliate of any such competitor) separately identified in writing by the Sponsors to the Arranger at 12:01 a.m. (Pacific Daylight Time) on July 27, 2011 and agreed by the Arranger and disclosed to the Administrative Agent on or prior to the Closing Date.

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“Disqualified Stock” means, with respect to any Person, any Stock that, by its terms (or by the terms of any Security into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Stock) pursuant to a sinking fund obligation or otherwise (except as a result of a customarily defined change of control or disposal of all or substantially all of the assets of the issuer and only so long as any payments after such change of control or such disposition shall be subject to the prior repayment in full of the Term Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Stock), in whole or in part, (c) provides for scheduled payments of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Disqualified Stock, in whole or in part, on or prior to the date that is 180 days after the Maturity Date at the time of issuance.

“Dollars” and the sign “$” each mean the lawful money of the United States.

“Domestic Person” means any “United States person” under and as defined in Section 770l(a)(30) of the Code.

“E-Fax” means any system used to receive or transmit faxes electronically.

“Electronic Transmission” means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an E-System.

“Environmental Laws” means all Requirements of Law and Permits imposing liability or standards of conduct for or relating to the regulation and protection of human health, safety, the environment and natural resources, including CERCLA, the SWDA, the Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et seq.), all regulations promulgated under any of the foregoing, all analogous Requirements of Law and Permits and any environmental transfer of ownership notification or environmental approval statutes, including the Industrial Site Recovery Act (N.J. Stat. Ann. §§ 13:1K-6 et seq.).

“Environmental Liabilities” means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses of investigation and feasibility studies, including the cost of environmental consultants and attorneys’ fees) that may be imposed on, incurred by or asserted against any Group Member as a result of, or related to, any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law or otherwise, arising under any Environmental Law or in connection with any Release and resulting from the ownership, lease, sublease or other operation or occupation of property by any Group Member, whether on, prior or after the date hereof.

“ERISA” means the United States Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means, collectively, any Group Member, and any Person under common control, or treated as a single employer, with any Group Member, within the meaning of Section 414(b) or (c) of the Code, or solely for purposes of the minimum funding requirements set forth in Section 412 of the Code, Section 414(m) or (o) of the Code.

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“ERISA Event” means any of the following: (a) a reportable event described in Section 4043(c) of ERISA (unless the thirty (30)-day notice requirement has been duly waived under the applicable regulations) with respect to a Title IV Plan, (b) the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (c) the complete or partial withdrawal of any ERISA Affiliate from any Multiemployer Plan with respect to which Withdrawal Liability would reasonably be expected to result, (d) with respect to any Multiemployer Plan, the filing of a notice of reorganization, insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA, (e) the filing of a notice of intent to terminate a Title IV Plan (or treatment of a plan amendment as termination) under Section 4041 of ERISA, (f) the institution of proceedings to terminate a Title IV Plan by the PBGC, (g) the failure of any Group Member or an ERISA Affiliate to make any required contribution to any Title IV Plan or Multiemployer Plan when due, (h) the imposition of a lien under Section 430 of the Code or Section 303 or 4068 of ERISA on any property (or rights to property, whether real or personal) of any Group Member, (i) the failure of a Benefit Plan or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law to qualify thereunder and (j) any other event or condition that would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or for the imposition of any liability upon any ERISA Affiliate under Title IV of ERISA other than for PBGC premiums due but not delinquent.

“E-Signature” means the process of attaching to or logically associating with an Electronic Transmission an electronic symbol, encryption, digital signature or process (including the name or an abbreviation of the name of the party transmitting the Electronic Transmission) with the intent to sign, authenticate or accept such Electronic Transmission.

“E-System” means any electronic system, including Intralinks^® and ClearPar^® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent, any of its Related Persons or any other Person, providing for access to data protected by passcodes or other security system.

“Eurodollar Base Rate” means, for each Interest Period, the higher of (a) 1.50% per annum and (b) the offered rate per annum for deposits of Dollars for the applicable Interest Period that appears on Reuters Screen LIBOR 01 Page as of 11:00 a.m. (London, England time) two Business Days prior to the first day in such Interest Period. If no such offered rate exists, such rate will be the rate of interest per annum, as determined by the Administrative Agent, at which deposits of Dollars in immediately available funds are offered at 11:00 a.m. (London, England time) two Business Days prior to the first day in such interest period by major financial institutions reasonably satisfactory to the Administrative Agent in the London interbank market for such interest period for the applicable principal amount on such date of determination.

“Eurodollar Rate” means, with respect to any Interest Period and for any Eurodollar Rate Loan, an interest rate per annum determined as the ratio of (a) the Eurodollar Base Rate with respect to such Interest Period for such Eurodollar Rate Loan to (b) the difference between the number one and the Eurodollar Reserve Requirements with respect to such Interest Period and for such Eurodollar Rate Loan.

“Eurodollar Rate Loan” means any Term Loan that bears interest based on the Eurodollar Rate.

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“Eurodollar Reserve Requirements” means, with respect to any Interest Period and for any Eurodollar Rate Loan, a rate per annum equal to the aggregate, without duplication, of the maximum rates (expressed as a decimal number) of reserve requirements in effect two Business Days prior to the first day of such Interest Period (including basic, supplemental, marginal and emergency reserves) under any regulations of the Federal Reserve Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “eurocurrency liabilities” in Regulation D of the Federal Reserve Board) maintained by a member bank of the United States Federal Reserve System.

“Event of Default” has the meaning specified in Section 9.1.

“Excelsior” means Excelsior Radio Networks, LLC, a Delaware limited liability company.

“Excess Cash Flow” means, for any period, (a) Consolidated EBITDA of the Borrower for such period, minus (b) without duplication, (i) any cash principal payment on the Term Loans and on the First Lien Loans during such period (but only, in the case of payment in respect of First Lien Revolving Loans or First Lien Swing Loans, to the extent that the Revolving Credit Commitments (as defined in the First Lien Credit Agreement) are permanently reduced by the amount of such payment) other than any mandatory prepayment required pursuant to Section 2.8(a) hereof or Section 2.8(a) of the First Lien Credit Agreement, in either case because of the existence of Excess Cash Flow and any purchase and retirement of First Lien Term Loans by any Purchasing Borrower Party (as defined in the First Lien Credit Agreement) pursuant to Section 2.21 of the First Lien Credit Agreement, (ii) any scheduled or other mandatory cash principal payment made by the Borrower or any of its Subsidiaries during such period on any Capitalized Lease Obligation or other Indebtedness (but only, if such Indebtedness may be reborrowed, to the extent such payment results in a permanent reduction in commitments thereof), together with any interest, premium or penalties required to be paid in cash in connection therewith, (iii) any Capital Expenditure made by the Borrower or any of its Subsidiaries during such period to the extent permitted by this Agreement, excluding any such Capital Expenditure to the extent financed through the incurrence of Capitalized Lease Obligations or any long-term Indebtedness other than the Obligations, (iv) the Consolidated Cash Interest Expense of such Person for such period, (v) any cash loss, expense or charge from extraordinary items, (vi) any cash payment made during such period to satisfy obligations for income taxes or other taxes measured by net income or profits (or similar taxes imposed in lieu of such taxes), (vii) any increase in the Working Capital of the Borrower during such period (measured as the excess of such Working Capital at the end of such period over such Working Capital at the beginning of such period), (viii) to the extent actually paid in cash during such period, amounts added back to the calculation of Consolidated EBITDA pursuant to clauses (b)(viii), (b)(ix), (b)(x), (b)(xv) and (b)(xxi) of the definition thereof and (ix) all amounts added back to the calculation of Consolidated EBITDA pursuant to clauses (b)(v) and (b)(xix) of the definition thereof and plus (c) without duplication, (i) any decrease in the Working Capital of the Borrower during such period (measured as the excess of such Working Capital at the beginning of such period over such Working Capital at the end thereof) and (ii) any cash gains from extraordinary items.

“Excluded Assets” means (a) motor vehicles and other assets subject to a certificate of title statute with a fair market value of less than $5,000,000 in the aggregate, (b) (i) leasehold interests in real property and (ii) fee-owned real property that is not Material Real Property, (c) Letter of Credit Rights (as defined in the Guaranty and Security Agreement) to the extent not constituting Supporting Obligations (as defined in the Guaranty and Security Agreement) with a value of less than $1,000,000, (d) Commercial Tort Claims (as defined in the Guaranty and Security Agreement) with a value of less than $1,000,000, (e) any license, instrument, lease or agreement to which any Loan Party is a party or any of its rights or interests thereunder if and only for so long as the grant of a Lien hereunder is prohibited by

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any law, rule or regulation (but only to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective pursuant to the UCC of any relevant jurisdiction, insolvency laws or any other Requirements of Law); provided that such license, instrument, lease or agreement will cease to be an Excluded Asset and will become subject to the Lien granted under the Guaranty and Security Agreement, immediately and automatically, at such time as such consequences will no longer result, (f) Excluded Equity, (g) Property owned by any Grantor that is subject to a purchase money Lien or a Capital Lease permitted under the Credit Agreement if the Contractual Obligation pursuant to which such Lien is granted (or in the document providing for such Capital Lease) prohibits or requires the consent of any Person other than the Borrower and its Affiliates which has not been obtained as a condition to the creation of any other Lien on such Property and (h) any “intent to use” Trademark applications for which a statement of use has not been filed and accepted with the U.S Patent and Trademark Office or any Intellectual Property if the grant of a Lien on or security interest in such Intellectual Property would result in the cancellation or voiding of such Intellectual Property; provided, however, that “Excluded Assets” shall not include any proceeds, products, substitutions or replacements of Excluded Assets (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Assets).

“Excluded Equity” means (a) any voting Stock in excess of 66% of the outstanding voting Stock of any first-tier Excluded Foreign Subsidiary, (b) any Stock in a Joint Venture which by the terms of its Constituent Documents or any agreements with the other equity holders prohibits the granting of a Lien in such Stock and (c) Equity Interests in entities where a Loan Party holds 50% or less of the outstanding Equity Interests of such Person, to the extent a pledge of such Equity Interests is prohibited by the Constituent Documents, or agreements with the other equity holders, of such entity. For the purposes of this definition, “voting Stock” means, with respect to any issuer, the issued and outstanding shares of each class of Stock of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

“Excluded Foreign Subsidiary” means any Subsidiary that is a controlled foreign corporation (as defined in the Code); provided, however, that no such Subsidiary shall be an “Excluded Foreign Subsidiary” if such Subsidiary has entered into any Guaranty Obligations with respect to, such Subsidiary has granted a security interest in any of its property to secure, or more than 66% of the Voting Stock of such Subsidiary was pledged to secure, directly or indirectly, any Indebtedness (other than the Obligations) of any Loan Party.

“Excluded Taxes” has the meaning specified in Section 2.17(a).

“Existing Debt Agreements” means (a) that certain Credit Agreement, dated as of April 23, 2009, by and among the Borrower, the lenders party thereto from time to time, and Wells Fargo Capital Finance, LLC (formerly known as Wells Fargo Foothill, LLC), as administrative agent for such lenders, as amended, restated, supplemented or modified, (b) that certain Amended and Restated Credit and Guaranty Agreement, dated as of June 20, 2008, among Excelsior, the guarantors from time to time party thereto, the lenders from time to time party thereto, Toronto Dominion (Texas) LLC (as successor to CIT Lending Services Corporation), as administrative agent for such lenders, and the other parties thereto, as amended, restated, supplemented or modified, (c) that certain Securities Purchase Agreement, dated as of April 23, 2009, by and among the Borrower and each of the holders from time to time of the notes thereunder, as amended, restated, supplemented or modified, (d) that certain Third Amended and Restated Note Purchase Agreement, dated as of May 28, 2010, by and among Verge, the guarantors from time to time party thereto and the purchasers from time to time party thereto, as amended, restated, supplemented or modified, and (e) those certain Non-Negotiable Promissory Notes dated as of May 28, 2010 issued by Verge Media Inc., a Delaware corporation, in favor of the holders thereof, as amended, restated, supplemented or modified..

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“FATCA” means Sections 1471, 1472, 1473 and 1474 of the Code as of the date of this Agreement and any United States Treasury Regulations promulgated thereunder and published guidance with respect thereto, whether in existence on the Closing Date or promulgated or published thereafter.

“FCC” means the Federal Communications Commission or any Governmental Authority which succeeds to the duties and functions presently performed by the Federal Communications Commission.

“FCC Licenses” means Permits, licenses, approvals, entitlements, accreditations and other authorizations granted or issued by the FCC that may be used by any Loan Party pursuant to Communications Laws.

“Federal Flood Insurance” means federally backed Flood Insurance available under the National Flood Insurance Program to owners of real property improvements located in Special Flood Hazard Areas in a community participating in the National Flood Insurance Program.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as determined by the Administrative Agent in its sole discretion.

“Federal Reserve Board” means the Board of Governors of the United States Federal Reserve System and any successor thereto.

“Fee Letter” means, collectively, the letter agreements, each dated as of July 30, 2011, addressed to Verge from Macquarie and MIHI LLC and accepted by Verge, with respect to certain fees to be paid from time to time to the Arranger, the Administrative Agent and each of their Related Persons, as the same may be amended or otherwise modified on or prior to the Closing Date.

“FEMA” means the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the National Flood Insurance Program.

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989.

“Financial Statement” means each financial statement delivered pursuant to Section 4.4 or 6.1.

“First Lien Agent” means General Electric Capital Corporation, in its capacities as administrative agent and collateral agent under the First Lien Credit Agreement, and its successors and assigns appointed pursuant to the terms of the First Lien Credit Agreement in such capacities.

“First Lien Credit Agreement” means (i) that certain First Lien Credit Agreement dated as of the date hereof among the Borrower, the First Lien Lenders, the First Lien Agent and each of the other parties party thereto and (ii) each loan or credit agreement evidencing any initial or subsequent replacement, substitution, renewal or refinancing of the obligations under the credit agreement referred to in clause (i) in accordance with the terms of the Intercreditor Agreement, in each case as amended, amended and restated, supplemented, modified, replaced, substituted, renewed or refinanced in accordance with this Agreement and the Intercreditor Agreement.

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“First Lien Event of Default” means an “Event of Default” under and as defined in the First Lien Credit Agreement.

“First Lien Fee Letter” means “Fee Letter” as defined in the First Lien Credit Agreement.

“First Lien Lenders” means the Persons party to the First Lien Credit Agreement as “Lenders” thereunder.

“First Lien Loan Documents” means the “Loan Documents” as defined in the First Lien Credit Agreement.

“First Lien Loan” means “Loan” under and as defined in the First Lien Credit Agreement.

“First Lien Revolving Loan” means “Revolving Loan” under and as defined in the First Lien Credit Agreement.

“First Lien Swing Loan” means “Swing Loan” under and as defined in the First Lien Credit Agreement.

“First Lien Term Loan” means “Term Loan” under and as defined in the First Lien Credit Agreement.

“First Lien Termination Date” has the meaning specified in the Intercreditor Agreement.

“Fiscal Month” means each one fiscal month period ending on the last day of each calendar month.

“Fiscal Quarter” means each 3 Fiscal Month period ending on March 31, June 30, September 30 or December 31.

“Fiscal Year” means the twelve-month period ending on December 31.

“Flood Insurance” means, for any real property located in a Special Flood Hazard Area, Federal Flood Insurance or private insurance that (a) meets the requirements set forth by FEMA in its Mandatory Purchase of Flood Insurance Guidelines and (b) shall be in an amount equal to the full, unpaid balance of the Term Loans and any prior liens on the real property up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by the Syndication Agent, with deductibles not to exceed $50,000.

“GAAP” means generally accepted accounting principles in the United States, as in effect from time to time, set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board and in such other statements by such other entity as may be in general use by significant segments of the accounting profession that are applicable to the circumstances as of the date of determination; provided, that for purposes of Article 5 of this Agreement, GAAP shall mean generally accepted accounting principles in the United States as in effect on the Closing Date. Subject to Section 1.3, all references to “GAAP” shall be to GAAP applied consistently with the principles used in the preparation of the Financial Statements described in Section 4.4(a).

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“Governmental Authority” means any nation, sovereign or government, any state or other political subdivision thereof, any agency, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative functions of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator, public sector entity, supra-national entity (including the European Union and the European Central Bank) and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Group Members” means, collectively, the Borrower and its Subsidiaries.

“Group Members’ Accountants” means Ernst & Young LLP, any other “big four” accounting firm or other nationally-recognized independent registered certified public accountants reasonably acceptable to the Syndication Agent.

“Guarantor” means each Subsidiary of the Borrower listed on Schedule 4.3 that is not an Excluded Foreign Subsidiary and each other Person who becomes a Guarantor pursuant to Section 7.10.

“Guaranty and Security Agreement” means a guaranty and security agreement, in substantially the form of Exhibit F, among the Administrative Agent, the Borrower and the Guarantors from time to time party thereto.

“Guaranty Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person for any Indebtedness, lease, dividend or other obligation (the “primary obligation”) of another Person (the “primary obligor”), if the purpose or intent of such Person in incurring such liability, or the economic effect thereof, is to guarantee such primary obligation or provide support, assurance or comfort to the holder of such primary obligation or to protect or indemnify such holder against loss with respect to such primary obligation, including (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of any primary obligation, (b) the incurrence of reimbursement obligations with respect to any letter of credit or bank guaranty in support of any primary obligation, (c) the existence of any Lien, or any right, contingent or otherwise, to receive a Lien, on the property of such Person securing any part of any primary obligation and (d) any liability of such Person for a primary obligation through any Contractual Obligation (contingent or otherwise) or other arrangement (i) to purchase, repurchase or otherwise acquire such primary obligation or any security therefor or to provide funds for the payment or discharge of such primary obligation (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency, working capital, equity capital or any balance sheet item, level of income or cash flow, liquidity or financial condition of any primary obligor, (iii) to make take-or-pay or similar payments, if required, regardless of non-performance by any other party to any Contractual Obligation, (iv) to purchase, sell or lease (as lessor or lessee) any property, or to purchase or sell services, primarily for the purpose of enabling the primary obligor to satisfy such primary obligation or to protect the holder of such primary obligation against loss or (v) to supply funds to or in any other manner invest in, such primary obligor (including to pay for property or services irrespective of whether such property is received or such services are rendered); provided, however, that “Guaranty Obligations” shall not include (x) endorsements for collection or deposit in the ordinary course of business, (y) product warranties given in the ordinary course of business or (z) ordinary course performance guarantees by any Group Member of the obligations (other than for the payment of Indebtedness) of any other Group Member. The outstanding amount of any Guaranty Obligation shall equal the outstanding amount of the primary obligation so guaranteed or otherwise supported or, if lower, the stated maximum amount for which such Person may be liable under such Guaranty Obligation.

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“Hazardous Material” means any substance, material or waste that is classified, regulated or otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including petroleum or any fraction thereof, asbestos, polychlorinated biphenyls and radioactive substances.

“Hedging Agreement” means any Interest Rate Contract, foreign exchange, swap, option or forward contract, future, commodity, currency spot, cap, floor or collar transaction, any other derivative instrument and any other similar transaction and any other similar agreement or arrangement designed to alter the risks of any Person arising from fluctuations in any underlying variable.

“Indebtedness” of any Person means, without duplication, any of the following, whether or not matured: (a) all indebtedness for borrowed money, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all reimbursement and other obligations with respect to (i) letters of credit, bank guaranties or bankers’ acceptances or (ii) surety, customs, reclamation or performance bonds (in each case not related to judgments or litigation) other than those entered into in the ordinary course of business, (d) all obligations to pay the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business, any earnout payments if such obligations are not required by GAAP to be reflected on the balance sheet of such Person or in the footnotes thereof, any accruals for payroll and other non-interest bearing liabilities accrued in the ordinary course of business and any obligations in respect of operating leases that are not Synthetic Leases), (e) all obligations created or arising under any conditional sale or other title retention agreement, regardless of whether the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property, (f) all Capitalized Lease Obligations, (g) all obligations, whether or not contingent, to purchase, redeem, retire, defease or otherwise acquire for value any of its own Stock or Stock Equivalents (or any Stock or Stock Equivalent of a direct or indirect parent entity thereof) prior to the date that is 180 days after the Maturity Date, valued at, in the case of redeemable preferred Stock, the greater of the voluntary liquidation preference and the involuntary liquidation preference of such Stock plus accrued and unpaid dividends, (h) all payments that would be required to be made in respect of any Hedging Agreement after giving effect to any netting agreement with respect thereto in the event of a termination (including an early termination) on the date of determination and (i) all Guaranty Obligations for obligations of any other Person constituting Indebtedness of such other Person; provided, however, that the items in each of clauses (a) through (i) above shall constitute “Indebtedness” of such Person solely to the extent, directly or indirectly, (x) such Person is liable for any part of any such item, (y) any such item is secured by a Lien on such Person’s property or (z) any other Person has a right, contingent or otherwise, to cause such Person to become liable for any part of any such item or to grant such a Lien. For the avoidance of doubt, original issue discount shall not be deemed to reduce the face amount of any Indebtedness. Notwithstanding anything to the contrary contained herein, the Series A and Series B Preferred Stock shall not be treated as “Indebtedness” for any purpose hereunder, including, without limitation, the definition of “Consolidated Total Debt”.

“Indemnified Matter” has the meaning specified in Section 11.4.

“Indemnified Taxes” has the meaning specified in Section 2.17(a).

“Indemnitee” has the meaning specified in Section 11.4.

“Initial Projections” means those financial projections, dated August 17, 2011, covering the Fiscal Years ending in 2011 through 2017 and delivered to the Arranger by the Borrower prior to the date hereof.

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WESTWOOD ONE, INC.

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“Intellectual Property” means all rights, title and interests in or relating to intellectual property and industrial property arising under any Requirement of Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Trademarks, Internet Domain Names, Trade Secrets and IP Licenses.

“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the Closing Date, among the Administrative Agent, the First Lien Agent and the Loan Parties.

“Interest Period” means, with respect to any Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is made or converted to a Eurodollar Rate Loan or, if such loan is continued, on the last day of the immediately preceding Interest Period therefor and, in each case, ending 1, 2, 3, or 6 months or, if available to all Lenders, 9 or 12 months thereafter, as selected by the Borrower pursuant hereto; provided, however, that (a) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to extend such Interest Period into the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month, (c) the Borrower may not select any Interest Period ending after the Maturity Date, (d) the Borrower may not select any Interest Period in respect of Term Loans having an aggregate principal amount of less than $1,000,000, (e) there shall be outstanding at any one time no more than three (3) Interest Periods and (f) the Borrower may not select any Interest Period period longer than 1 month until the earlier of (x) ninety (90) days following the Closing Date and (y) the occurrence of a Successful Syndication (as defined in the Fee Letter) (which occurrence shall be confirmed by the Syndication Agent to the Administrative Agent).

“Interest Rate Contracts” means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and interest rate insurance.

“Internet Domain Names” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to Internet domain names.

“Investment” means, with respect to any Person, directly or indirectly, (a) to own, purchase or otherwise acquire, in each case whether beneficially or otherwise, any investment in, including any interest in, any Security of any other Person (other than any evidence of any Obligation), (b) to purchase or otherwise acquire, whether in one transaction or in a series of related transactions, all or substantially all of the property of any other Person or a business conducted by any other Person or all or substantially all of the assets constituting the business of a division, branch, brand or other unit operation of any other Person, (c) to incur, or to remain liable under, any Guaranty Obligation for Indebtedness of any other Person, to assume the Indebtedness of any other Person or to make, hold, purchase or otherwise acquire, in each case directly or indirectly, any deposit, loan, advance, commitment to lend or advance, or other extension of credit (including by deferring or extending the date of, in each case outside the ordinary course of business, the payment of the purchase price for Sales of property or services to any other Person, to the extent such payment obligation constitutes Indebtedness of such other Person), excluding deposits with financial institutions available for withdrawal on demand, prepaid expenses, accounts receivable and similar items created in the ordinary course of business or (d) to make, directly or indirectly, any contribution to the capital of any other Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. The amount of any Investment shall be reduced by the amount actually returned on such Investment (to the extent in the same form).

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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“IP Ancillary Rights” means, with respect to any Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.

“IP License” means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right title and interest in or relating to any Intellectual Property.

“IRS” means the Internal Revenue Service of the United States and any successor thereto.

“Joint Venture” means a Person (other than a Subsidiary) in which the Borrower or any of its Subsidiaries holds an Investment.

“Lender” means any financial institution or other Person that (a) is listed on the signature pages hereof as a “Lender” or (b) from time to time becomes a party hereto by execution of an Assignment, in each case together with its permitted successors and assigns.

“Liabilities” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and expenses (including those incurred upon any appeal or in connection with the preparation for and/or response to any subpoena or request for document production relating thereto), in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or otherwise), security interest or other security arrangement and any other preference, priority or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Capital Lease and any Synthetic Lease or other financing lease having substantially the same economic effect as any of the foregoing; provided that in no event shall an operating lease that is not a Synthetic Lease in and of itself be deemed to be a Lien.

“Loan Documents” means, collectively, this Agreement, any Notes, the Guaranty and Security Agreement, the Mortgages, the Control Agreements, the Intercreditor Agreement and the Fee Letter, and, when executed, each document executed by a Loan Party and delivered to the Arranger, the Syndication Agent, the Administrative Agent or any Lender in connection with or pursuant to any of the foregoing or the Obligations, together with any modification of any term, or any waiver with respect to, any of the foregoing.

“Loan Party” means the Borrower and each Guarantor.

“Macquarie” has the meaning specified in the preamble hereto.

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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“Make Whole Amount” means, on any date of prepayment, the present value, as determined by the Borrower and certified by the chief financial officer, treasurer, assistant treasurer or controller of the Borrower to the Administrative Agent, of all required interest payments due on Term Loans that are prepaid from the date of prepayment through and including the first anniversary of the Closing Date (excluding accrued interest) (assuming that the interest rate applicable to all such interest is the Treasury Rate plus 11.50%) plus (b) the prepayment premium that would be due under Section 2.12(e) if such prepayment were made on the day after the first year anniversary of the Closing Date, in each case discounted to the date of prepayment on a quarterly basis (assuming a 360-day year and actual days elapsed) at a rate equal to the sum of the Treasury Rate plus 0.50%.

“Material Adverse Effect” means an effect that results in or causes, or could reasonably be expected to result in or cause, a material adverse change in any of (a) the financial condition, business, performance, operations or property of the Group Members, taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents or (c) the validity or enforceability of any Loan Document or the rights and remedies of the Syndication Agent, the Administrative Agent, the Lenders and the other Secured Parties under any Loan Document.

“Material Environmental Liabilities” means Environmental Liabilities of the Group Members exceeding $1,100,000 in the aggregate.

“Material Real Property” means any fee-owned real property with an appraised value of greater than $1,000,000.

“Maturity Date” means July 21, 2017.

“Merger Sub” means Radio Network Holdings, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of the Borrower.

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.

“Mortgage” means any mortgage, deed of trust or other similar document executed or required herein to be executed by any Loan Party and granting a security interest over real property in favor of the Administrative Agent as security for the Obligations.

“Mortgage Supporting Documents” means, with respect to any Mortgage for a parcel of real property, each document (including title policies or marked-up unconditional insurance binders (in each case, together with copies of all documents referred to therein), maps, ALTA (or TLTA, if applicable) as-built surveys (in form and as to date that is sufficiently acceptable to the title insurer issuing title insurance to the Administrative Agent for such title insurer to deliver endorsements to such title insurance as reasonably requested by the Syndication Agent), environmental assessments and reports, appraisals required to comply with FIRREA and evidence regarding recording and payment of fees, insurance premium and taxes) that the Syndication Agent or the Administrative Agent may reasonably request, to create, register, perfect, maintain, evidence the existence, substance, form or validity of or enforce a valid lien on such parcel of real property in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to the Liens of the First Lien Agent and such other Liens as the Syndication Agent may approve.

“Multiemployer Plan” means any multiemployer plan, as defined in Section 400l(a)(3) of ERISA, to which any Group Member incurs or otherwise has any obligation or liability, contingent or otherwise (including on account of an ERISA Affiliate).

“National Flood Insurance Program” means the program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as revised by the National Flood Insurance Reform Act of 1994, that mandates the purchase of flood insurance to cover real property improvements located in Special Flood Hazard Areas in participating communities and provides protection to property owners through a federal insurance program.

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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“Net Cash Proceeds” means proceeds received in cash from (a) any Sale of, or Property Loss Event with respect to, property, net of (i) the out-of-pocket cash costs, fees and expenses paid or required to be paid in connection therewith, (ii) taxes paid or reasonably estimated to be payable as a result thereof and (iii) any amount required to be paid or prepaid on Indebtedness (other than the Obligations and Indebtedness owing to any Group Member) secured by the property subject thereto or (b) any sale or issuance of Stock or incurrence of Indebtedness, in each case net of brokers’, advisors’ and investment banking fees and other out-of-pocket underwriting discounts, commissions and other out-of-pocket cash costs, fees and expenses, in each case incurred in connection with such transaction; provided, however, that any such proceeds received by any Subsidiary of the Borrower that is not a Wholly Owned Subsidiary of the Borrower shall constitute “Net Cash Proceeds” only to the extent of the aggregate direct and indirect beneficial ownership interest of the Borrower therein.

“Non-Debt Fund Affiliate” means (i) any Sponsor or (ii) any Affiliate of a Sponsor (other than any Group Member) that is not a Debt Fund Affiliate.

“Non-U.S. Lender Party” means each of the Administrative Agent, each Lender, each SPV and each participant, in each case that is not a Domestic Person.

“Note” means a promissory note of the Borrower, in substantially the form of Exhibit B, payable to a Lender or its registered assigns in a principal amount equal to the aggregate initial principal amount of Term Loans made by such Lender or, in the case of any Lender who acquired its Term Loans by assignment, the aggregate principal amount of Term Loans acquired by such Lender.

“Notice of Borrowing” has the meaning specified in Section 2.2.

“Notice of Conversion or Continuation” has the meaning specified in Section 2.10.

“Obligations” means, with respect to any Loan Party, all amounts, obligations, liabilities, covenants and duties of every type and description owing by such Loan Party to the Arranger, any Agent, any Lender, any other Indemnitee, any participant or any SPV arising out of, under, or in connection with, any Loan Document, whether direct or indirect (regardless of whether acquired by assignment), absolute or contingent, due or to become due, whether liquidated or not, now existing or hereafter arising and however acquired, and whether or not evidenced by any instrument or for the payment of money, including, without duplication, (a) if such Loan Party is the Borrower, all Term Loans, (b) all interest, whether or not accruing after the filing of any petition in bankruptcy or after the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding, and (c) all other fees, expenses (including fees, charges and disbursement of counsel), interest, commissions, charges, costs, disbursements, indemnities and reimbursement of amounts paid and other sums chargeable to such Loan Party under any Loan Document.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Other Taxes” has the meaning specified in Section 2.17(c).

“Patents” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to letters patent and applications therefor.

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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“Patriot Act” means the USA Patriot Act, Title III of Pub. L. 107-56, signed into law on October 26, 2001.

“PBGC” means the United States Pension Benefit Guaranty Corporation and any successor thereto.

“Permit” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority, including without limitation, the FCC, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Permitted Acquisition” means any Proposed Acquisition satisfying each of the following conditions: (a) the aggregate amounts payable in connection with, and other consideration for (in each case, including all transaction costs and all Indebtedness, liabilities and Guaranty Obligations incurred or assumed in connection therewith or otherwise reflected in a Consolidated balance sheet of the Borrower and the Proposed Acquisition Target) but excluding any portion of such consideration (i) comprised of Qualified Stock or (ii) funded with Net Cash Proceeds of any issuances of Qualified Stock, in each case, to the extent that the Consolidated Leverage Ratio, measured on a Pro Forma Basis immediately after giving effect to such Proposed Acquisition, as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (in the case of the fourth Fiscal Quarter) for which Financial Statements have been or were required to be delivered pursuant to Section 6.1 is less than the Consolidated Leverage Ratio as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (in the case of the fourth Fiscal Quarter) for which Financial Statements have been or were required to be delivered pursuant to Section 6.1 (without giving pro forma effect to such Proposed Acquisition) (i) such Proposed Acquisition shall not exceed, in the aggregate with any Indebtedness incurred in connection with such Proposed Acquisition pursuant to Section 8.1(n), $27,500,000 and (ii) such Proposed Acquisition and all other Permitted Acquisitions consummated on or prior to the date of the consummation of such Proposed Acquisition shall not exceed, in the aggregate with any Indebtedness incurred on or prior to such date pursuant to Section 8.1(n), $55,000,000, (b) the Syndication Agent shall have received reasonable advance notice of such Proposed Acquisition including a reasonably detailed description thereof at least 15 Business Days prior to the consummation of such Proposed Acquisition (or such later date as may be agreed by the Syndication Agent) and on or prior to the date of such Proposed Acquisition, the Syndication Agent shall have received copies of the acquisition agreement and related Contractual Obligations and other documents (including financial information and analysis, environmental assessments and reports, opinions, certificates, lien searches, and FCC approvals) and information reasonably requested by the Syndication Agent, (c) as of the date of consummation of any transaction as part of such Proposed Acquisition and after giving effect to all transactions to occur on such date as part of such Proposed Acquisition, the representations and warranties set forth in any Loan Document shall be true and correct in all material respects (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect”) on and as of such date or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date, (d) after giving effect to such Permitted Acquisition, the Borrower shall be in compliance with the financial covenants set forth in Article 5 on a Pro Forma Basis as of the most recently ended Fiscal Quarter or Fiscal Year (in the case of the fourth Fiscal Quarter) for which Financial Statements have been or were required to be delivered pursuant to Section 6.1, (e) no Default or Event of Default is continuing or would result therefrom and (f) the Proposed Acquisition Target has Consolidated EBITDA, subject to pro forma adjustments reasonably acceptable to the Syndication Agent, for the most recent four fiscal quarters prior to the date of such Proposed Acquisition for which financial statements are available, greater than zero.

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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“Permitted Indebtedness” means any Indebtedness of any Group Member that is not prohibited by Section 8.1 or any other provision of any Loan Document.

“Permitted Investment” means any Investment of any Group Member that is not prohibited by Section 8.3 or any other provision of any Loan Document.

“Permitted Investors” means, collectively the Sponsors and their respective Controlled Investment Affiliates.

“Permitted Lien” means any Lien on or with respect to the property of any Group Member that is not prohibited by Section 8.2 or any other provision of any Loan Document.

“Permitted Refinancing” means Indebtedness constituting a refinancing, exchange or extension of Permitted Indebtedness that (a) has an aggregate outstanding principal amount not greater than the aggregate principal amount of such Permitted Indebtedness outstanding at the time of such refinancing, exchange or extension except for increases due to the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (b) has a Weighted Average Life to Maturity (measured as of the date of such refinancing, exchange or extension) and maturity no shorter than that of such Permitted Indebtedness being refinanced, exchanged or extended, (c) is not entered into as part of a Sale and Leaseback transaction and (d) is not secured by any property or any Lien other than those securing such Permitted Indebtedness; provided, however, that, notwithstanding the foregoing, (x) the terms of such Permitted Indebtedness may be modified as part of such Permitted Refinancing if such modification would have been permitted pursuant to Section 8.11 or in the case of an increase in the principal amount of such Permitted Indebtedness, Section 8.1 and (y) no Guaranty Obligation for such Indebtedness shall constitute part of such Permitted Refinancing unless similar Guaranty Obligations with respect to such Permitted Indebtedness existed and constituted Permitted Indebtedness prior to such refinancing, exchange or extension.

“Permitted Reinvestment” means, with respect to the Net Cash Proceeds of any Sale or Property Loss Event, to acquire (or make Capital Expenditures to finance the acquisition, repair, improvement or construction of), to the extent otherwise permitted hereunder, property useful in the business of the Borrower or any of its Subsidiaries (including through a Permitted Acquisition or Permitted Investment) or, if such Property Loss Event involves loss or damage to property, to repair such loss or damage.

“Person” means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other entity or Governmental Authority.

“Pro Forma Balance Sheet” has the meaning specified in Section 4.4(d).

“Pro Forma Basis” means, with respect to any determination for any period and any Pro Forma Transaction, that such determination shall be made by giving pro forma effect to each such Pro Forma Transaction, as if each such Pro Forma Transaction had been consummated on the first day of such period, based on historical results accounted for in accordance with GAAP either (a) in accordance with Regulation S-X of the Securities Act or (b) with adjustments that reflect the reasonably anticipated effect of direct cost-cutting measures that are realizable (as reasonably determined by the Syndication Agent) within one year after the consummation of such Pro Forma Transaction, and, in each case of (a) and (b), to the extent applicable, based on reasonable assumptions that are specified in detail in the relevant Compliance Certificate, Financial Statement or other document provided to the Syndication Agent, the Administrative Agent or any Lender in connection herewith and are reasonably acceptable to the Syndication Agent.

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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“Pro Forma Income Statement” has the meaning specified in Section 4.4(d).

“Pro Forma Transaction” means (a) any transaction consummated as part of the Acquisition (including the Related Transactions), (b) any Permitted Acquisition and (c) any Sale of assets permitted by Section 8.4(e) for Net Cash Proceeds greater than $1,000,000, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

“Projections” means, collectively, the Initial Projections and any document delivered pursuant to Section 6.1(f).

“Property Loss Event” means, with respect to any property, any loss of or damage to such property or any taking of such property or condemnation thereof.

“Proposed Acquisition” means (a) any proposed acquisition that is consensual and approved by the board of directors of such Proposed Acquisition Target, of all or substantially all of the assets or Stock of any Proposed Acquisition Target by the Borrower or any Subsidiary of the Borrower or (b) any proposed merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

“Proposed Acquisition Target” means any Person engaged in a business that the Borrower and its Subsidiaries are permitted to engage in pursuant to Section 8.8 and that is organized under the laws of the United States, any State thereof or the District of Columbia or any brand, line of business, division, branch, operating division or other unit operation of any such Person.

“Pro Rata Outstandings” of any Lender at any time, means the outstanding principal amount of the Term Loans owing to such Lender.

“Pro Rata Share” means, with respect to any Lender, the percentage obtained by dividing (a) the sum of the Commitments (or, if such Commitments are terminated, the Pro Rata Outstandings therein) of such Lender then in effect by (b) the sum of the Commitments (or, if such Commitments are terminated, the Pro Rata Outstandings therein) of all Lenders then in effect; provided, however, that, if there are no Commitments and no Pro Rata Outstandings, such Lender’s Pro Rata Share shall be determined based on the Pro Rata Share most recently in effect, after giving effect to any subsequent assignment of any Lender pursuant to Section 2.18.

“Qualified Stock” means any Stock that is not Disqualified Stock.

“Register” has the meaning specified in Section 2.14(b).

“Reinvestment Prepayment Amount” means, with respect to any Net Cash Proceeds on the Reinvestment Prepayment Date therefor, the amount of such Net Cash Proceeds otherwise required for prepayment of the Term Loans less any amount paid or required to be paid by any Group Member to make Permitted Reinvestments with such Net Cash Proceeds pursuant to a Contractual Obligation entered into prior to such Reinvestment Prepayment Date with any Person that is not an Affiliate of the Borrower.

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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“Reinvestment Prepayment Date” means, with respect to any portion of any Net Cash Proceeds of any Sale or Property Loss Event required for prepayment of the Term Loans, the earliest of (a) the 270^th day after the completion of the portion of such Sale or Property Loss Event corresponding to such Net Cash Proceeds, (b) the date that is 5 Business Days after the date on which the Borrower shall have notified the Administrative Agent of the Borrower’s determination not to make Permitted Reinvestments with such Net Cash Proceeds, (c) the occurrence of any Event of Default set forth in Section 9.1(e)(ii) and (d) 5 Business Days after the delivery of a notice by the Administrative Agent or the Required Lenders to the Borrower of the continuance of any other Event of Default.

“Related Documents” means, collectively, the Acquisition Agreement, the Loan Documents, the First Lien Loan Documents, the Sponsor PIK Notes, the payoff letters with respect to the Indebtedness outstanding under the Existing Debt Agreements executed and delivered to the Arranger in connection with Section 3.1(m) and each other document executed with respect to any of the foregoing or any Related Transaction.

“Related Person” means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article 3) and other consultants and agents of or to such Person or any of its Affiliates, together with, if such Person is the Administrative Agent, each other Person or individual designated, nominated or otherwise mandated by or helping the Administrative Agent pursuant to and in accordance with Section 10.4 or any comparable provision of any Loan Document.

“Related Transactions” means, collectively, the consummation of the Acquisition, the consummation of the transactions contemplated by the Loan Documents, the consummation of the transactions contemplated by the First Lien Loan Documents, the issuance of the Sponsor PIK Notes, the refinancing of the Existing Debt Agreements, the execution and delivery of all Related Documents and the payment of all related fees, costs and expenses.

“Release” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.

“Relevant Four Fiscal Quarter Period” has the meaning specified in Section 9.5.

“Remedial Action” means all actions required under Environmental Laws to (a) clean up, remove, treat or in any other way address any Hazardous Material in the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Material does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care with respect to any Hazardous Material.

“Required Lenders” means, at any time, Lenders having at such time in excess of 66 2/3% of the aggregate Commitments (or, if such Commitments are terminated, the Pro Rata Outstandings) then in effect.

“Requirements of Law” means, with respect to any Person, collectively, the common law and all federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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“Responsible Officer” means, with respect to any Person, any of the chief financial officer, chief executive officer or any co-chief executive officer, president, treasurer, assistant treasurer, controller, managing member or general partner of such Person but, in any event, with respect to financial matters, the chief financial officer or any such officer that is responsible for preparing the Financial Statements delivered hereunder and, with respect to the Corporate Chart and other documents delivered pursuant to Section 6.1(e), documents delivered on the Closing Date and documents delivered pursuant to Section 7.10, the secretary or assistant secretary of such Person or any other officer responsible for maintaining the corporate and similar records of such Person.

“Restricted Payment” means (a) any dividend, return of capital or distribution, whether direct or indirect and whether in cash, Securities or other property, on account of any Stock or Stock Equivalent of the Borrower or any of its Subsidiaries, in each case now or hereafter outstanding, including with respect to a claim for rescission of a Sale of such Stock or Stock Equivalent and (b) any redemption, retirement, termination, defeasance, cancellation, purchase or other acquisition for value, whether direct or indirect (including through the use of Hedging Agreements, the making, repayment, cancellation or forgiveness of Indebtedness and similar Contractual Obligations), of any Stock or Stock Equivalent of any Group Member or of any direct or indirect parent entity of the Borrower, now or hereafter outstanding, and any payment or other transfer setting aside funds for any such redemption, retirement, termination, cancellation, purchase or other acquisition, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise.

“S&P” means Standard & Poor’s Rating Services or any successor thereto.

“Sale and Leaseback Transaction” means, with respect to any Person (the “obligor”), any Contractual Obligation or other arrangement with any other Person (the “counterparty”) consisting of a lease by such obligor of any property that, directly or indirectly, has been or is to be Sold by the obligor to such counterparty or to any other Person to whom funds have been advanced by such counterparty based on a Lien on, or an assignment of, such property or any obligations of such obligor under such lease.

“Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/ programs/index.shtml, or as otherwise published from time to time.

“Sanctioned Person” means (a) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn/ index.shtml, or as otherwise published from time to time, or (b)(i) an agency of the government of a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country or (iii) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

“Secured Parties” means the Lenders, the Administrative Agent, the Syndication Agent, each other Indemnitee and any other holder of any Obligation of any Loan Party.

“Security” means all Stock, Stock Equivalents, voting trust certificates, bonds, debentures, instruments and other evidence of Indebtedness, whether or not secured, convertible or subordinated, all certificates of interest, share or participation in, all certificates for the acquisition of, and all warrants, options and other rights to acquire, any of the foregoing.

SECOND LIEN CREDIT AGREEMENT
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“Sell” means, with respect to any property, to sell, convey, transfer, assign, license, lease or otherwise dispose of, any interest therein or to permit any Person to acquire any such interest, including, in each case, through a Sale and Leaseback Transaction or through a sale, factoring at maturity, collection of or other disposal, with or without recourse, of any notes or accounts receivable. Conjugated forms thereof and the noun “Sale” have correlative meanings.

“Series A and Series B Preferred Stock” means the Borrower’s Series A Preferred Stock and Series B Preferred Stock in substantially the form attached as Exhibit K-1 and K-2, respectively.

“Solvent” means, with respect to the Borrower and its Subsidiaries as of any date of determination, that, as of such date, (a) the fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the total amount of liabilities, including contingent liabilities, of the Borrower and its Subsidiaries, on a consolidated basis; (b) the present fair saleable value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, is not less than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries, on a consolidated basis, on their debts and liabilities as they become absolute and matured; (c) the Borrower and its Subsidiaries, on a consolidated basis, are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which the Borrower’s and its Subsidiaries’ assets, on a consolidated basis, would constitute unreasonably small capital; and (d) the Borrower and its Subsidiaries do not intend to, and do not believe that they will, incur debts or liabilities, on a consolidated basis, beyond their ability to pay such debts and liabilities as they mature. For the purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“Special Flood Hazard Area” means an area that FEMA’s current flood maps indicate has at least a one percent (1%) chance of a flood equal to or exceeding the base flood elevation (a 100-year flood) in any given year.

“Specified Acquisition Agreement Representations” means the representations and warranties regarding the Borrower and its Subsidiaries set forth in the Acquisition Agreement as are material to the interests of the Arranger, the Administrative Agent, the Syndication Agent and the Lenders, but only to the extent that Verge or any of its Affiliates has the right to terminate Verge’s or Verge’s Affiliates’ obligations under the Acquisition Agreement (or the right not to consummate the Acquisition pursuant to the Acquisition Agreement) as a result of a breach of such representations and warranties.

“Specified Equity Contribution” has the meaning specified in Section 9.5.

“Specified Representations” means the representations and warranties set forth in Sections 4.1(a), 4.2(a)(i), 4.2(a)(ii)(A) and (B) (only as it relates to the execution, delivery and performance by each Loan Party of the Loan Documents), 4.2(a)(iii) (only with respect to Governmental Authority consents), 4.2(b), 4.2(d), 4.6, 4.9(b), 4.11, 4.18, 4.21 (only with respect to perfection and priority of the Administrative Agent’s Liens on the Collateral) and 4.22.

“Sponsors” means collectively, Oaktree Capital Management, L.P. and The Gores Group, LLC.

“Sponsor PIK Notes” has the meaning specified in Section 3.1(d).

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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“SPV” means any special purpose funding vehicle (other than a Disqualified Competitor) identified as such in a writing by any Lender to the Administrative Agent.

“Stock” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.

“Stock Equivalents” means all securities convertible into or exchangeable for Stock or any other Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable.

“Subordinated Debt” means any Indebtedness that is subordinated to the payment in full of the Obligations on terms and conditions satisfactory to the Syndication Agent, including, without limitation, any Indebtedness under the Sponsor PIK Notes (it being understood and agreed that the subordination provisions set forth in the Sponsor PIK Notes are satisfactory to the Syndication Agent).

“Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than 50% of the outstanding Voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries of such Person.

“Substitute Lender” has the meaning specified in Section 2.18(a).

“SWDA” means the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.).

“Syndication Agent” has the meaning specified in the preamble hereto.

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease or does not otherwise appear on a balance sheet under GAAP.

“Tax Affiliate” means, (a) the Borrower and its Subsidiaries and (b) any Affiliate of the Borrower with which the Borrower files or is eligible to file consolidated, combined or unitary tax returns.

“Tax Returns” has the meaning specified in Section 4.8.

“Taxes” has the meaning specified in Section 2.17(a).

“Term Loan” has the meaning specified in Section 2.1(b).

“Title IV Plan” means a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, to which any Group Member incurs or otherwise has any obligation or liability, contingent or otherwise (including on account of an ERISA Affiliate).

“Trademarks” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof and all applications in connection therewith.

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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“Trade Secrets” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trade secrets.

“Treasury Rate” means a rate equal to the then current yield to maturity on actively traded U.S. Treasury securities having a constant maturity and having a duration equal to (or the nearest available tenor) the period from the date that payment is received to the date that falls on the first anniversary of the Closing Date.

“UCC” means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect in the State of New York.

“United States” means the United States of America.

“U.S. Lender Party” means each of the Administrative Agent, each Lender, each SPV and each participant, in each case that is a Domestic Person.

“Verge” means Verge Media Companies, Inc., a Delaware corporation.

“Voting Stock” means Stock of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons of such Person (irrespective of whether, at the time, Stock of any other class or classes of such entity shall have or might have voting power by reason of the occurrence of any contingency).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Subsidiary” of any Person means any Subsidiary of such Person, all of the Stock of which (other than nominal holdings and director’s qualifying shares, including any shares issued to foreign nationals to the extent required by applicable law) is owned by such Person, either directly or through one or more Wholly Owned Subsidiaries of such Person.

“Withdrawal Liability” means, at any time, any liability incurred (whether or not assessed) by any ERISA Affiliate and not yet satisfied or paid in full at such time with respect to any Multiemployer Plan pursuant to Section 4201 of ERISA.

“Working Capital” means, for any Person at any date, its Consolidated Current Assets at such date minus its Consolidated Current Liabilities at such date.

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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Section 1.2 UCC Terms. The following terms have the meanings given to them in the applicable UCC: “commodity account”, “commodity contract”, “commodity intermediary”, “deposit account”, “entitlement holder”, “entitlement order”, “equipment”, “financial asset”, “general intangible”, “goods”, “instruments”, “inventory”, “securities account”, “securities intermediary” and “security entitlement”.

Section 1.3 Accounting Terms and Principles. (a) GAAP. Except as set forth in any Loan Document, all accounting terms not specifically defined herein shall be construed in accordance with GAAP (except for the term “property”, which shall be interpreted as broadly as possible, including, in any case, cash, Securities, other assets, rights under Contractual Obligations and Permits and any right or interest in any property). No change in the accounting principles used in the preparation of any Financial Statement hereafter adopted by the Borrower shall be given effect if such change would affect a calculation that measures compliance with any provision hereof unless the Borrower, the Syndication Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all Financial Statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. For the avoidance of doubt, notwithstanding any change in generally accepted accounting principles after the Closing Date that would require lease obligations that would be treated as operating leases as of the Closing Date to be classified and accounted for as Capital Leases or otherwise reflected on the Borrower’s consolidated balance sheet, such obligations shall continue to be excluded from the definition of Indebtedness. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value.” Subject to Section 9.5, a breach of a financial covenant contained in Article 5 shall be deemed to have occurred as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to the Agents.

(b) Pro Forma. All components of financial calculations made to determine compliance with Article 5 or otherwise shall be adjusted on a Pro Forma Basis to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any Pro Forma Transaction consummated after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower based on assumptions expressed therein and that were reasonable based on the information available to the Borrower at the time such assumptions were made.

Section 1.4 Payments. The Administrative Agent may set up standards and procedures to determine or redetermine the equivalent in Dollars of any amount expressed in any currency other than Dollars and otherwise may, but shall not be obligated to, rely on any determination made by any Loan Party. Any such determination or redetermination by the Administrative Agent shall be conclusive and binding for all purposes, absent manifest error. No determination or redetermination by any Secured Party or Loan Party and no other currency conversion shall change or release any obligation of any Loan Party or of any Secured Party (other than the Administrative Agent and its Related Persons) under any Loan Document, each of which agrees to pay separately for any shortfall remaining after any conversion and payment of the amount as converted. The Administrative Agent may round up or down, and may set up appropriate mechanisms to round up or down, any amount hereunder to nearest higher or lower amounts and may determine reasonable de minimis payment thresholds.

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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Section 1.5 Interpretation.

(a) Certain Terms. The terms “herein”, “hereof” and similar terms refer to this Agreement as a whole. In the computation of periods of time from a specified date to a later specified date in any Loan Document, the term “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.” In any other case, the term “including” when used in any Loan Document means “including without limitation.” The term “documents” means all writings, however evidenced and whether in physical or electronic form, including all documents, instruments, agreements, notices, demands, certificates, forms, financial statements, opinions and reports. The term “incur” means incur, create, make, issue, assume or otherwise become directly or indirectly liable in respect of or responsible for, in each case whether directly or indirectly, and the terms “incurrence” and “incurred” and similar derivatives shall have correlative meanings.

(b) Certain References. Unless otherwise expressly indicated, references (i) in this Agreement to an Exhibit, Schedule, Article, Section or clause refer to the appropriate Exhibit or Schedule to, or Article, Section or clause in, this Agreement and (ii) in any Loan Document to (A) any agreement shall include, without limitation, all exhibits, schedules, appendixes and annexes to such agreement and, unless the prior consent of any Secured Party required therefor is not obtained, all amendments, restatements, extensions, waivers, supplements and other modifications thereto and made in accordance with the terms thereof, and if entered into subsequent to the Closing Date and if applicable, in accordance with the terms hereof and the other Loan Documents, (B) any Requirements of Law shall be to such Requirements of Law as modified from time to time and to any successor legislation thereto, in each case as in effect at the time any such reference is operative and (C) any time of day shall be a reference to New York time (unless otherwise stated herein). Titles of articles, sections, clauses, exhibits, schedules and annexes contained in any Loan Document are without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. Unless otherwise expressly indicated, the meaning of any term defined (including by reference) in any Loan Document shall be equally applicable to both the singular and plural forms of such term. The term “enforceability” and its derivatives when used to describe the enforceability of an agreement shall mean that such agreement is enforceable except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceeds in equity or at law).

(c) Laws. References to any statute or regulation may be made by using either the common or public name thereof or a specific citation reference and are to be construed as including all statutory and regulatory provisions relating thereto or consolidating, amending, replacing, supplementing or interpreting the statute or regulation.

(d) Deliveries. Notwithstanding anything herein to the contrary, whenever any document, agreement or other item (other than any payment) is required by any Loan Document to be delivered on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day.

(e) Intercreditor Agreement. Any reference herein or in any other Loan Document (other than the Intercreditor Agreement) to the “Intercreditor Agreement” shall mean the Intercreditor Agreement as in effect on the date hereof and any amendment, restatement, supplement or other modification thereto a copy of which has been delivered to the Borrower.

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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ARTICLE 2
THE TERM LOANS

Section 2.1 The Commitments. On the terms and subject to the conditions contained in this Agreement, each Lender that is listed on the signature pages hereof as a “Lender” severally, but not jointly, agrees to make a loan (each a “Term Loan”) in Dollars to the Borrower on the Closing Date, in an amount not to exceed such Lender’s Commitment. Amounts of Term Loans repaid may not be reborrowed.

Section 2.2 Borrowing Procedures. (a) Notice From the Borrower. The Borrowing shall be made on notice given by the Borrower to the Administrative Agent not later than 12:00 p.m. on (i) the first Business Day, in the case of a Borrowing of Base Rate Loans and (ii) the third Business Day, in the case of a Borrowing of Eurodollar Rate Loans, prior to the Closing Date. Such notice may be made in a writing substantially in the form of Exhibit C (a “Notice of Borrowing”) duly completed. Term Loans shall be made as Base Rate Loans unless, outside of a suspension period pursuant to Section 2.15, the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans.

(b) Notice to Each Lender. The Administrative Agent shall give to each Lender prompt notice of the Administrative Agent’s receipt of the Notice of Borrowing and, if Eurodollar Rate Loans are properly requested in the Notice of Borrowing, prompt notice of the applicable interest rate. Each Lender signatory hereto on the Closing Date shall, before 12:00 p.m. on the Closing Date upon fulfillment or due waiver of the applicable conditions set forth in Section 3.1, make available to the Borrower at the account specified by the Borrower, such Lender’s Pro Rata Share of the proposed Borrowing.

Section 2.3 [Reserved].

Section 2.4 [Reserved].

Section 2.5 Termination of the Commitments. All outstanding Commitments shall terminate on the Closing Date (after giving effect to the Borrowing occurring on such date).

Section 2.6 Repayment of Term Loans. The Borrower promises to repay the entire unpaid principal amount of the Term Loans and all accrued and unpaid interest on such Term Loans on the Maturity Date.

Section 2.7 Optional Prepayments. The Borrower may prepay the outstanding principal amount of any Term Loan in whole or in part at any time (together with any breakage costs that may be owing pursuant to Section 2.16(a) after giving effect to such prepayment); provided, however, that each partial prepayment that is not of the entire outstanding amount of the Term Loans shall be in an aggregate amount that is an integral multiple of $250,000. Any payments made to the Administrative Agent pursuant to this Section 2.7 shall be applied to the Obligations in accordance with Section 2.12(a) and shall be accompanied by any prepayment premium required to be paid pursuant to Section 2.12(e).

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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Section 2.8 Mandatory Prepayments. (a) Excess Cash Flow. Subject to Section 2.8(f), the Borrower shall pay or cause to be paid to the Administrative Agent, within 5 Business Days after the last date Financial Statements can be delivered pursuant to Section 6.1(c) for any Fiscal Year commencing with the first full Fiscal Year after the Closing Date (which shall be the 2012 Fiscal Year), an amount equal to (x) 75% of the Excess Cash Flow for such Fiscal Year minus (y) the sum of (1) all voluntary prepayments of Term Loans during such Fiscal Year pursuant to Section 2.7 and (2) all voluntary prepayments of First Lien Term Loans, First Lien Revolving Loans and First Lien Swing Loans during such Fiscal Year to the extent, in the case of such prepayments of First Lien Revolving Loans and First Lien Swing Loans, the Revolving Credit Commitments (as defined in the First Lien Credit Agreement) are permanently and concurrently reduced by the amount of such payments.

(b) Equity and Debt Issuances. Subject to Section 2.8(f), upon receipt on or after the Closing Date by the Borrower or any of its Subsidiaries of Net Cash Proceeds arising from (i) a Specified Equity Contribution, the Borrower shall pay or cause to be paid to the Administrative Agent an amount equal to 100% of such Net Cash Proceeds within three Business Days after the Borrower’s receipt of such Net Cash Proceeds or (ii) the incurrence by any Loan Party or any of its Subsidiaries of Indebtedness of the type specified in clause (a) or (b) of the definition thereof (other than any such Indebtedness permitted hereunder in reliance upon Section 8.1), the Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal to 100% of such Net Cash Proceeds.

(c) Asset Sales and Property Loss Events. Subject to Section 2.8(f), upon receipt on or after the Closing Date by the Borrower or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (d) and clauses (f) through (j) of Section 8.4 to the extent resulting, in the aggregate with all other such Sales, in the receipt by any of them of Net Cash Proceeds in excess of $2,500,000 or (ii) any Property Loss Event with respect to any property of any Group Member to the extent resulting, in the aggregate with all other such Property Loss Events, in the receipt by any Group Member of Net Cash Proceeds in excess of $2,500,000, the Borrower shall pay or cause to be paid to the Administrative Agent an amount equal to 100% of such Net Cash Proceeds within three Business Days after the Borrower’s receipt of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Borrower shall not be required to make or cause such payment (x) to the extent such Net Cash Proceeds are intended to be used to make Permitted Reinvestments and (y) so long as on the date that is three Business Days after a Reinvestment Prepayment Date for such Net Cash Proceeds, the Borrower shall pay or cause to be paid to the Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds.

(d) [Reserved].

(e) Application of Payments; Breakage Costs. Any payments made to the Administrative Agent pursuant to this Section 2.8 shall be applied to the Obligations in accordance with Section 2.12(b). Any payments made to the Administrative Agent pursuant to this Section 2.8 shall be accompanied by any prepayment premium required to be paid pursuant to Section 2.12(e) and by breakage costs that may be owing pursuant to Section 2.16(a) after giving effect to such prepayment.

(f) Relationship to Mandatory Prepayments Under First Lien Credit Agreement. Notwithstanding anything in this Section 2.8 to the contrary, no prepayment required pursuant to this Section 2.8 shall so be required or permitted unless (i) the First Lien Obligations (as defined in the Intercreditor Agreement) have been Paid in Full (as defined in the Intercreditor Agreement) or (ii) the First Lien Lenders have waived the corresponding prepayment under the First Lien Credit Agreement and such prepayment is permitted under the First Lien Credit Agreement and the Intercreditor Agreement.

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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Section 2.9 Interest. (a) Rate. All Term Loans and the outstanding amount of all other Obligations shall bear interest, in the case of Term Loans, on the unpaid principal amount thereof from the date such Term Loans are made and, in the case of such other Obligations, from the date such other Obligations are due and payable until, in all cases, paid in full, except as otherwise provided in clause (c) below, as follows: (i) in the case of Base Rate Loans, at a rate per annum equal to the sum of the Base Rate and the Applicable Margin, each as in effect from time to time, (ii) in the case of Eurodollar Rate Loans, at a rate per annum equal to the sum of the Eurodollar Rate and the Applicable Margin, each as in effect for the applicable Interest Period, and (iii) in the case of other Obligations, at a rate per annum equal to the sum of the Base Rate and the Applicable Margin for Base Rate Loans, each as in effect from time to time.

(b) Payments. Interest accrued shall be payable in arrears (i) if accrued on the principal amount of any Term Loan, (A) at maturity (whether by acceleration or otherwise), (B) upon the payment or prepayment of the principal amount on which such interest has accrued and (C)(1) if such Term Loan is a Base Rate Loan, on the last day of each calendar quarter commencing on the first such day following the making of such Term Loan, (2) if such Term Loan is a Eurodollar Rate Loan, on the last day of each Interest Period applicable to such Term Loan and, if applicable, on each date during such Interest Period occurring every 3 months from the first day of such Interest Period and (ii) if accrued on any other Obligation, on demand from and after the time such Obligation is due and payable (whether by acceleration or otherwise).

(c) Default Interest. Notwithstanding the rates of interest specified in clause (a) above or elsewhere in any Loan Document, effective immediately upon (i) the occurrence and during the continuance of any Event of Default under Section 9.1(a) or (e) or (ii) the delivery of a written notice by the Administrative Agent or the Required Lenders to the Borrower during the continuance of any Event of Default caused by a breach of a financial covenant in Article 5 or a financial reporting covenant in Sections 6.1(a), (b), (c), (d), (f), (g), (h), (i) and (j), and, in the case of clauses (i) and (ii), for as long as such Event of Default shall be continuing, the principal balance of all Obligations (including any Obligation that bears interest by reference to the rate applicable to any other Obligation) then due and payable shall bear interest at a rate that is 2% per annum in excess of the interest rate applicable to such Obligations from time to time (or, in the event there is no applicable rate for such Obligations, 2% per annum above the rate applicable to Base Rate Loans), payable on demand or, in the absence of demand, on the date that would otherwise be applicable.

(d) Savings Clause. Anything herein to the contrary notwithstanding, the obligations of the Borrower hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any law applicable to such Lender limiting the highest rate of interest which may be lawfully contracted for, charged or received by such Lender, and in such event the Borrower shall pay such Lender interest at the highest rate permitted by applicable law (“Maximum Lawful Rate”); provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement.

SECOND LIEN CREDIT AGREEMENT
WESTWOOD ONE, INC.

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Section 2.10 Conversion and Continuation Options. (a) Option. The Borrower may elect (i) in the case of any Eurodollar Rate Loan, (A) to continue such Eurodollar Rate Loan or any portion thereof for an additional Interest Period on the last day of the Interest Period applicable thereto and (B) to convert such Eurodollar Rate Loan or any portion thereof into a Base Rate Loan at any time on any Business Day, subject to the payment of any breakage costs required by Section 2.16(a), and (ii) in the case of Base Rate Loans, to convert such Base Rate Loans or any portion thereof into Eurodollar Rate Loans at any time on any Business Day upon 3 Business Days’ prior notice; provided, however, that, (x) for each Interest Period, the aggregate amount of Eurodollar Rate Loans having such Interest Period must be an integral multiple of $1,000,000 and (y) no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans and no continuation in whole or in part of Eurodollar Rate Loans shall be permitted at any time at which (1) an Event of Default shall be continuing and the Administrative Agent or the Required Lenders shall have determined in their sole discretion not to permit such conversions or continuations or (2) such continuation or conversion would be made during a suspension imposed by Section 2.15.

(b) Procedure. Each such election shall be made by giving the Administrative Agent at least 3 Business Days’ prior notice in substantially the form of Exhibit D (a “Notice of Conversion or Continuation”) duly completed. The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. If the Administrative Agent does not receive a timely Notice of Conversion or Continuation from the Borrower containing a permitted election to continue or convert any Eurodollar Rate Loan, then, upon the expiration of the applicable Interest Period, such Term Loan shall be automatically converted to a Base Rate Loan. Each partial conversion or continuation shall be allocated ratably among the Lenders in accordance with their Pro Rata Share.

Section 2.11 Fees. The Borrower (i) shall pay to the Administrative Agent and its Related Persons its reasonable and customary fees and expenses in connection with any payments made pursuant to Section 2.16(a) (Breakage Costs), (ii) shall pay on the Closing Date a closing fee to each Lender, as fee compensation for such Lender’s Term Loan, in an amount equal to 3.0% of the stated principal amount of such Lender’s Term Loan and (iii) has agreed, and reaffirms its agreement, to pay to the Arranger, the Syndication Agent, the Administrative Agent and/or the Lenders (and/or each of the Related Persons of any of the foregoing) the additional fees described in the Fee Letter.

Section 2.12 Application of Payments; Prepayment Premium. (a) Application of Voluntary Prepayments. Unless otherwise provided in this Section 2.12 or elsewhere in any Loan Document, all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower shall be applied to repay the Obligations the Borrower designates.

(b) Application of Mandatory Prepayments. Subject to the provisions of clause (c) below with respect to the application of payments during the continuance of an Event of Default, any payment made by the Borrower to the Administrative Agent pursuant to Section 2.8 or any other prepayment of the Obligations required to be applied in accordance with this clause (b) shall be applied first, to repay the outstanding principal balance of the Term Loans, second, to repay all other Obligations due and payable hereunder and, then, with any excess to be distributed to the Borrower.

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(c) Application of Payments During an Event of Default. The Borrower hereby irrevocably waives, and agrees to cause each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the acceleration of any Obligation pursuant to Section 9.2, shall, subject to the terms of the Intercreditor Agreement, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Arranger and the Syndication Agent, (iii) third, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders, (iv) fourth, to pay interest then due and payable in respect of the Term Loans, (v) fifth, to repay the outstanding principal amounts of the Term Loans, (vi) sixth, to the ratable payment of all other Obligations and (vii) seventh, to the Borrower or such other Person entitled thereto under applicable law.

(d) Application of Payments Generally. All repayments (including prepayments) of any Term Loans shall be applied first, to repay such Term Loans outstanding as Base Rate Loans and then, to repay such Term Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. All repayments of Term Loans shall be allocated ratably among the Term Loans. If sufficient amounts are not available to repay all outstanding Obligations described in any priority level set forth in this Section 2.12, the available amounts shall be applied, unless otherwise expressly specified herein, to such Obligations ratably based on the proportion of the Secured Parties’ interest in such Obligations. Any priority level set forth in this Section 2.12 that includes interest shall include all such interest, whether or not accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding.

(e) Prepayment Premium. Each prepayment pursuant to Section 2.7 or Section 2.8(b)(ii) made by the Borrower on or prior to the first anniversary of the Closing Date shall be accompanied by the Make Whole Amount. Each prepayment pursuant to Section 2.7 or Section 2.8(b)(ii) after the first anniversary of the Closing Date but on or prior to the fourth anniversary of the Closing Date shall be made by Borrower at (i) 103.0% of the principal amount of the Term Loans so prepaid if such prepayment occurs on or prior to the second anniversary of the Closing Date, (ii) 102.0% of the principal amount of the Term Loans so prepaid if such prepayment occurs after the second anniversary of the Closing Date, but on or prior to the third anniversary of the Closing Date and (iii) 101.0% of the principal amount of the Term Loans so prepaid if such prepayment occurs after the third anniversary of the Closing Date, but on or prior to the fourth anniversary of the Closing Date.

Section 2.13 Payments and Computations. (a) Procedure. The Borrower shall make each payment under any Loan Document not later than 12:00 p.m. on the day when due to the Administrative Agent by wire transfer or ACH transfer (which shall be the exclusive means of payment hereunder) to the following account (or at such other account or by such other means to such other address as the Administrative Agent shall have notified the Borrower in writing within a reasonable time prior to such payment) in immediately available Dollars and without setoff or counterclaim:

ABA No.:	071-000-288
Account Number:	2324986
Bank:	Harris Bank N.A.
Account Name:	Cortland Capital Market Services
Reference:	Westwood One
Attn:	Mike Fredian

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The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest, premium or fees to the Lenders, in accordance with the application of payments set forth in Section 2.12. The Lenders shall make any payment under any Loan Document in immediately available Dollars and without setoff or counterclaim. Payments received by the Administrative Agent after 12:00 p.m. may, in the Administrative Agent’s sole discretion, be deemed to be received on the next Business Day.

(b) Computations of Interests and Fees. All computations of interest and of fees shall be made by the Administrative Agent on the basis of a year of 360 days (or, in the case of Base Rate Loans the interest rate payable on which is then based on the Prime Rate (as defined in the definition of “Base Rate”), 365/366 days), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination of an interest rate or the amount of a fee hereunder shall be made by the Administrative Agent (including determinations of a Eurodollar Rate or Base Rate in accordance with the definitions of “Eurodollar Rate” and “Base Rate”, respectively) and shall be conclusive, binding and final for all purposes, absent manifest error.

(c) Payment Dates. Notwithstanding anything to the contrary set forth herein, whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to the next succeeding Business Day without any increase in such payment as a result of additional interest or fees; provided, however, that such interest and fees shall continue accruing as a result of such extension of time. For the avoidance of doubt, the initial payments of interest and fees relating to the Obligations (other than amounts due on the Closing Date) shall be due and paid on the last day of the first month or quarter, as applicable, following entry of the Obligations onto the operations systems of the Administrative Agent (as notified to the Borrower), but in no event later than the last day of the second month or quarter, as applicable, following the Closing Date.

(d) Advancing Payments. Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, but shall have no obligation to, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender together with interest thereon (at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.

Section 2.14 Evidence of Debt. (a) Records of Lenders. Each Lender shall maintain in accordance with its usual practice accounts evidencing Indebtedness of the Borrower to such Lender resulting from each Term Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. In addition, each Lender having sold a participation in any of its Obligations or having identified an SPV as such to the Administrative Agent, acting as agent of the Borrower solely for this purpose and solely for tax purposes, shall establish and maintain at its address referred to in Section 11.11 (or at such other address as such Lender shall notify the Borrower) a record of ownership, in which such Lender shall register by book entry (A) the name and address of each such participant and SPV (and each change thereto, whether by assignment or otherwise) and (B) the rights, interest or obligation of each such participant and SPV in any Obligation, in any Commitment and in any right to receive any payment hereunder.

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(b) Records of Administrative Agent. The Administrative Agent, acting as agent of the Borrower solely for tax purposes and solely with respect to the actions described in this Section 2.14, shall establish and maintain at its address referred to in Section 11.11 (or at such other address as the Administrative Agent may notify the Borrower) (A) a record of ownership (the “Register”) in which the Administrative Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of the Administrative Agent and each Lender in the Term Loans, each of their obligations under this Agreement to participate in each Term Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 2.18 (Substitution of Lenders) and Section 11.2 (Assignments and Participations; Binding Effect)), (2) the Commitments of each Lender, (3) the amount of each Term Loan and each funding of any participation described in clause (A) above, (4) for Eurodollar Rate Loans, the Interest Period applicable thereto, (5) the amount of any principal or interest due and payable or paid and (6) any other payment received by the Administrative Agent from the Borrower and its application to the Obligations.

(c) Registered Obligations. Notwithstanding anything to the contrary contained in this Agreement, the Term Loans (including any Notes evidencing such Term Loans) are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Term Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 2.14 and Section 11.2 shall be construed so that the Term Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any successor provisions).

(d) Prima Facie Evidence. The entries made in the Register and in the accounts maintained pursuant to clauses (a) and (b) above shall, to the extent permitted by applicable Requirements of Law, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, however, that no error in such account and no failure of any Lender or the Administrative Agent to maintain any such account shall affect the obligations of any Loan Party to repay the Term Loans in accordance with their terms. In addition, the Loan Parties, the Agents and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrower, the Agents or such Lender at any reasonable time and from time to time upon reasonable prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by the Administrative Agent.

(e) Notes. Upon any Lender’s request, the Borrower shall promptly execute and deliver Notes to such Lender evidencing the Term Loans of such Lender and substantially in the form of Exhibit B; provided, however, that only one Note shall be issued to each Lender, except (i) to an existing Lender exchanging existing Notes to reflect changes in the Register relating to such Lender, in which case the new Notes delivered to such Lender shall be dated the date of the original Notes and (ii) in the case of loss, destruction or mutilation of existing Notes and similar circumstances, with respect to a lost Note, prior to the Borrower issuing a new Note, the holder of such Note shall execute an affidavit of loss therefor which shall include customary indemnity provisions acceptable to the Administrative Agent. Each Note, if issued, shall only be issued as means to evidence the right, title or interest of a Lender or a registered assignee in and to the related Term Loan, as set forth in the Register, and in no event shall any Note be considered a bearer instrument or obligation.

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Section 2.15 Suspension of Eurodollar Rate Option. Notwithstanding any provision to the contrary in this Article 2, the following shall apply:

(a) Interest Rate Unascertainable, Inadequate or Unfair. In the event that (A) the Administrative Agent determines in good faith that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurodollar Rate is determined or (B) the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Term Loans for such Interest Period, the Administrative Agent shall promptly so notify the Borrower and the Lenders, whereupon the obligation of each Lender to make or to continue Eurodollar Rate Loans shall be suspended as provided in clause (c) below until the Administrative Agent shall notify the Borrower that the Required Lenders have determined that the circumstances causing such suspension no longer exist.

(b) Illegality. If any Lender determines in good faith that the introduction of, or any change in or in the interpretation of, any Requirement of Law after the date of this Agreement shall make it unlawful, or any Governmental Authority shall assert that it is unlawful, for any Lender or its applicable lending office to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, the obligation of such Lender to make or to continue Eurodollar Rate Loans shall be suspended as provided in clause (c) below until such Lender shall, through the Administrative Agent, notify the Borrower that it has determined that it may lawfully make Eurodollar Rate Loans.

(c) Effect of Suspension. If the obligation of any Lender to make or to continue Eurodollar Rate Loans is suspended, (A) the obligation of such Lender to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended, (B) such Lender shall make a Base Rate Loan at any time such Lender would otherwise be obligated to make a Eurodollar Rate Loan, (C) the Borrower may revoke any pending Notice of Borrowing or Notice of Conversion or Continuation to make or continue any Eurodollar Rate Loan or to convert any Base Rate Loan into a Eurodollar Rate Loan and (D) each Eurodollar Rate Loan of such Lender shall automatically and immediately (or, in the case of any suspension pursuant to clause (a) above, on the last day of the current Interest Period thereof) be converted into a Base Rate Loan.

Section 2.16 Breakage Costs; Increased Costs; Capital Requirements. (a) Breakage Costs. The Borrower shall compensate each Lender, upon written demand from such Lender to such Borrower (with copy to the Administrative Agent), for all Liabilities (including, in each case, those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to prepare to fund, to fund or to maintain the Eurodollar Rate Loans of such Lender to the Borrower but excluding any loss of the Applicable Margin on the relevant Term Loans) that such Lender may incur (A) to the extent a proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation or in a similar request made by telephone by the Borrower, (B) to the extent any Eurodollar Rate Loan is paid (whether through a scheduled, optional or mandatory prepayment) or converted to a Base Rate Loan (including because of Section 2.15) on a date that is not the last day of the applicable Interest Period or (C) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof. For purposes of this clause (a), each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it using a matching deposit or other borrowing in the London interbank market.

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(b) Increased Costs. If at any time any Lender determines in good faith that, after the date hereof, the adoption of, or any change in or in the interpretation, application or administration of, or compliance with, any Requirement of Law (other than any imposition or increase of Eurodollar Reserve Requirements) from any Governmental Authority shall have the effect of (i) increasing the cost to such Lender of making, funding or maintaining any Eurodollar Rate Loan or to agree to do so or of participating, or agreeing to participate, in extensions of credit that are Eurodollar Rate Loans or (ii) imposing any other cost to such Lender with respect to compliance with its obligations under any Loan Document, then, upon demand by such Lender (with copy to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender amounts sufficient to compensate such Lender for such increased cost (without duplication of increases attributable to Taxes which are addressed in Section 2.17); provided that notwithstanding anything herein to the contrary, (A) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (B) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in a Requirement of Law, regardless of the date enacted, adopted, issued or implemented. The foregoing provisions of this Section 2.16(b) shall not apply in the case of any change in any Requirement of Law or in the interpretation or application thereof or compliance by a Lender with any request or directive (whether or not having force of law) from any central bank or Governmental Authority, each in respect of Excluded Taxes.

(c) Increased Capital Requirements. If at any time any Lender determines in good faith that, after the date hereof, the adoption of, or any change in or in the interpretation, application or administration of, or compliance with, any Requirement of Law (other than any imposition or increase of Eurodollar Reserve Requirements) from any Governmental Authority regarding capital adequacy, liquidity, reserves, special deposits, compulsory loans, insurance charges against property of, deposits with or for the account of, Obligations owing to, or other credit extended or participated in by, any Lender or any similar requirement (in each case other than any imposition or increase of Eurodollar Reserve Requirements) shall have the effect of reducing the rate of return on the capital of such Lender (or any corporation controlling such Lender) as a consequence of its obligations under or with respect to any Loan Document to a level below that which, taking into account the capital adequacy policies of such Lender or corporation, such Lender or corporation could have achieved but for such adoption or change, then, upon demand from time to time by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender amounts sufficient to compensate such Lender for such reduction; provided that notwithstanding anything herein to the contrary, (A) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (B) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in a Requirement of Law, regardless of the date enacted, adopted, issued or implemented.

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(d) Compensation Certificate. Each demand for compensation under this Section 2.16 shall be accompanied by a certificate of the Lender delivered to the Borrower claiming such compensation and setting forth in reasonable detail the basis for such demand, setting forth the amounts to be paid hereunder, which certificate shall be conclusive, binding and final for all purposes, absent manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything in this Agreement to the contrary, failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.16 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.16 for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender notifies the Borrower of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss or other additional amounts described in this Section 2.16, and of such Lender’s intention to claim compensation therefor (except that, if the event giving rise to the additional cost, reduction in amounts, loss or other additional amounts described in this Section 2.16 is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Section 2.17 Taxes. (a) Payments Free and Clear of Taxes. Except as otherwise required by Requirements of Law, each payment by any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, “Taxes” and excluding the taxes set forth in clauses (i) — (vi) below, the “Indemnified Taxes”) other than for (i) Taxes measured by net income (including branch profits taxes) or capital and franchise taxes imposed in lieu of net income taxes, (ii) Taxes imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (iii) Taxes that are directly attributable to the failure (other than as a result of a change in any Requirement of Law) by any Secured Party to deliver the documentation required to be delivered pursuant to clause (f) below, (iv) Taxes imposed on or in respect of a payment to a Secured Party to the extent that such Tax is imposed pursuant to law in effect on the date that such Secured Party became a “Secured Party” under this Agreement in the capacity under which such Secured Party makes a claim under Section 2.17(b), except in each case to the extent such Secured Party is a direct or indirect assignee (other than pursuant to Section 2.18 (Substitution of Lenders)) of any other Secured Party that was entitled, at the time the assignment of such other Secured Party became effective, to receive additional amounts under Section 2.17(b), (v) Taxes that constitute a penalty, interest or expense that results solely from a failure of a Secured Party to pay any Taxes, within thirty (30) days of the receipt of the indemnity payment with respect thereto under Section 2.17(d), to the extent such penalty, interest or expense relates to any Taxes which it is required to pay, or (vi) Taxes resulting from FATCA (clauses (i) through (vi) collectively, “Excluded Taxes”).

(b) Gross-Up. If any Indemnified Taxes shall be required by law to be deducted from or in respect of any amount payable under any Loan Document to any Secured Party, (i) such amount shall be increased as necessary to ensure that, after all required deductions for Indemnified Taxes are made (including deductions applicable to any increases to any amount under this Section 2.17), such Secured Party receives the amount it would have received had no such deductions for Indemnified Taxes been made, (ii) the relevant Loan Party shall make such deductions, (iii) the relevant Loan Party shall timely pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable Requirements of Law, and (iv) within thirty (30) days after such payment is made, the relevant Loan Party shall deliver to the Administrative Agent an original or certified copy of a receipt evidencing such payment.

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(c) Other Taxes. In addition, the Borrower agrees to pay, and authorizes the Administrative Agent to pay in its name, any stamp, documentary, excise or property tax, charge or similar levy imposed by any applicable Requirement of Law or Governmental Authority and all Liabilities with respect thereto (including by reason of any delay in payment thereof), in each case arising from the execution, delivery or registration of, or otherwise with respect to, any Loan Document or any transaction contemplated therein (collectively, “Other Taxes”). Within thirty (30) days after the date of any payment of Indemnified Taxes or Other Taxes by any Loan Party in respect of a Secured Party, the Borrower shall furnish to the Administrative Agent, at its address referred to in Section 11.11, the original or a certified copy of a receipt evidencing payment thereof or other evidence of payment reasonably satisfactory to the Administrative Agent.

(d) Indemnification. The Borrower shall reimburse and indemnify, within thirty (30) days after receipt of demand therefor (with copy to the Administrative Agent), each Secured Party for all Indemnified Taxes and Other Taxes (including any Indemnified Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.17) paid by such Secured Party and any Liabilities arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted. A certificate of the Secured Party (or of the Administrative Agent on behalf of such Secured Party) claiming any compensation under this clause (d), setting forth the amounts to be paid thereunder and delivered to the Borrower with copy to the Administrative Agent, shall be conclusive, binding and final for all purposes, absent manifest error. In determining such amount, the Administrative Agent and such Secured Party may use any reasonable averaging and attribution methods.

(e) Mitigation. Any Lender claiming any additional amounts payable pursuant to this Section 2.17 shall use its reasonable efforts (consistent with its internal policies and Requirements of Law) to change the jurisdiction of its lending office if such a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender.

(f) Tax Forms. (i) Each Non-U.S. Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, currently or after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such Non-U.S. Lender Party becomes a “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (f) and (z) from time to time if requested by the Borrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two properly completed and duly executed originals of one of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a Non-U.S.

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Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Administrative Agent that such Non-U.S. Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Loan Parties and the Administrative Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the applicable statutory rate.

(ii) Each U.S. Lender Party shall (A) on or prior to the date such U.S. Lender Party becomes a “U.S. Lender Party” hereunder, (B) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (f) and (D) from time to time if requested by the Borrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form.

(iii) Each Lender having sold a participation in any of its Obligations or identified an SPV as such to the Administrative Agent shall collect from such participant or SPV the documents described in this clause (f) and provide them to the Administrative Agent.

(iv) If a payment made to a Lender under this Agreement would be subject to U.S. withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.17(f)(iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g) Refunds. If a Secured Party determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section 2.17, it shall pay over such refund to such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.17 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that such Loan Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Secured Party in the event such Secured Party is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require any Secured Party to make available its Tax Returns (or any other information relating to its taxes which it deems confidential) to any Loan Party or any other Person.

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Section 2.18 Substitution of Lenders. (a) Substitution Right. In the event that any Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent (an “Affected Lender”), (i) makes a claim under clause (b) (Increased Costs) or (c) (Increased Capital Requirements) of Section 2.16, (ii) notifies the Borrower pursuant to Section 2.15(b) (Illegality) that it becomes illegal for such Lender to continue to fund or make any Eurodollar Rate Loan, (iii) makes a claim for payment pursuant to Section 2.17(b) (Taxes) or (iv) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders is obtained but that requires the consent of other Lenders, the Borrower may substitute for such Affected Lender any Lender or any Affiliate or Approved Fund of any Lender or any other Person (and to the extent any such consent would be required from the Syndication Agent under Section 11.2 for an assignment of Term Loans to such Person, such Person shall be subject to the acceptance of the Syndication Agent, which acceptance shall not be unreasonably withheld or delayed) (in each case, a “Substitute Lender”).

(b) Procedure. To substitute such Affected Lender as described in clause (a) above, the Borrower shall deliver a notice to the Administrative Agent, the Syndication Agent and such Affected Lender. The effectiveness of such substitution shall be subject to the delivery to the Administrative Agent by the Borrower or the Substitute Lender of (i) payment for the account of such Affected Lender, of, to the extent accrued through, and outstanding on, the effective date for such substitution, all Obligations owing to such Affected Lender under this Agreement, (ii) payment of any required assignment fee set forth in Section 11.2(c), unless waived by the Administrative Agent and (iii) an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent whereby the Substitute Lender shall, among other things, agree to be bound by the terms of the Loan Documents and assume the Commitment of the Affected Lender.

(c) Effectiveness. Upon satisfaction of the conditions set forth in clause (b) above, the Administrative Agent shall record such substitution in the Register, whereupon (A) the Affected Lender shall sell and be relieved of, and the Substitute Lender shall purchase and assume, all rights and claims of such Affected Lender under the Loan Documents, except that the Affected Lender shall retain such rights expressly providing that they survive the repayment of the Obligations and the termination of the Commitments, (B) the Substitute Lender shall become a “Lender” hereunder and (C) the Affected Lender shall execute and deliver to the Administrative Agent an Assignment to evidence such substitution and deliver any Note in its possession (or with respect to any lost note, execute and deliver an affidavit of loss in accordance with Section 2.14(e)) to the Borrower; provided, however, that the failure of any Affected Lender to execute any such Assignment or deliver any such Note shall not render such sale and purchase (or the corresponding assignment) invalid. Each Lender agrees that if the Borrower or the Administrative Agent exercises its option hereunder to cause an assignment by such Lender as an Affected Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 11.2. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver, on behalf of such Lender as assignor, any assignment agreement or other documentation as may be required to give effect to an assignment in accordance with Section 11.2 on behalf of an Affected Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.2.

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ARTICLE 3
CONDITIONS TO TERM LOANS

Section 3.1 Conditions Precedent to Term Loans. The obligation of each Lender to make any Term Loan on the Closing Date is subject to the satisfaction or due waiver of each of the following conditions precedent:

(a) Certain Documents. The Arranger and the Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Arranger, in form and substance satisfactory to the Arranger and each Lender:

(i) this Agreement duly executed by the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least three (3) Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), copies of Notes (with originals to follow promptly thereafter) conforming to the requirements set forth in Section 2.14(e);

(ii) the Guaranty and Security Agreement, duly executed by each Guarantor, together with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Arranger and (B) within two (2) Business Days following the Closing Date, all certificates representing all Securities for corporations (and to the extent any limited liability company or limited partnership has “opted into” Article 8 of the UCC pursuant to Section 8-103 of the UCC, for such limited liability company or limited partnership) being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank; provided that in the case of clause (B), such receipt or delivery requirement shall be satisfied by delivery of the certificates and undated powers or endorsements to the First Lien Agent within two (2) Business Days following the Closing Date;

(iii) the Intercreditor Agreement, duly executed by the First Lien Agent and the Loan Parties;

(iv) Mortgages for each Material Real Property of the Loan Parties identified on Schedule 4.16, if any (except as may be agreed to by the Arranger), together with all Mortgage Supporting Documents relating thereto;

(v) duly executed favorable and customary opinions of counsel to the Loan Parties in New York and each jurisdiction of organization of any Loan Party, each addressed to the Administrative Agent, the Syndication Agent and the Lenders and addressing such customary matters as the Arranger may reasonably request;

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(vi) a copy of each Constituent Document of each Loan Party that is on file with the secretary of state (or other similar Governmental Authority) in the jurisdiction of its organization, certified as of a recent date by such secretary of state (or other similar Governmental Authority), together with, if applicable, certificates attesting to the good standing or existence of such Loan Party in its jurisdiction of organization;

(vii) a certificate of the secretary or other officer of each Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (vi) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party; and

(viii) customary insurance certificates in form and substance satisfactory to the Arranger demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5.

(b) Fees and Expenses. There shall have been paid to the Administrative Agent, for the account of the Administrative Agent, its Related Persons or any Lender, as the case may be, and to the Arranger and Syndication Agent, all fees and expenses and out of pocket expenses, in each case due and payable under any Loan Document on or before the Closing Date, including, without limitation, all fees payable pursuant to the Fee Letter that are due and payable on the Closing Date.

(c) Closing Leverage Condition. The Consolidated Closing Leverage Ratio of the Group Members on the Closing Date shall not exceed 4.45:1.00.

(d) Sponsor PIK Notes. The Permitted Investors and/or other co-investors reasonably acceptable to the Arranger shall have entered into an agreement to provide up to $30,000,000 of (i) senior unsecured paid-in-kind notes in substantially the form attached hereto as Exhibit G (the “Sponsor PIK Notes”) or (ii) preferred equity (for the avoidance of doubt, in addition to the preferred equity to be issued on the Closing Date previously disclosed to the Arranger) on terms reasonably satisfactory to the Arranger (it being agreed that the terms of the preferred equity to be issued on the Closing Date and disclosed to the Arranger prior to the July 30, 2011 are acceptable), in each case, to be issued by Borrower on the Closing Date.

(e) First Lien Credit Agreement. Borrower shall have received gross proceeds in an aggregate principal amount of not less than $155,000,000 of funded term loans and $25,000,000 in revolving commitments, in each case under the First Lien Credit Agreement. The Arranger and the Administrative Agent shall have received copies of the First Lien Loan Documents, which documents shall be in form and substance reasonably satisfactory to the Arranger; it being understood and agreed that (i) this Agreement or the Intercreditor Agreement may prohibit the incurrence of additional or incremental term loans or revolving commitments under the First Lien Credit Agreement and (ii) the terms described for the First Lien Loan Documents executed simultaneously with the Commitment Letter and delivered to the Arranger prior to July 30, 2011 are satisfactory to the Arranger.

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(f) Absence of Litigation. There shall be no injunction, temporary restraining order or other legal action in effect which would prohibit the closing of the Loan Documents or any of the other Related Transactions.

(g) Acquisition. The Acquisition Agreement shall be in form and substance reasonably satisfactory to the Arranger (it being understood that the version of the Acquisition Agreement previously provided to and received by the Arranger at 10:38 p.m. (Los Angeles time) on July 30, 2011 is satisfactory to it). All conditions precedent of any party to the Acquisition shall have been met (or waived with the consent of the Arranger, in its sole discretion) and the Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement or will be consummated concurrently with the initial funding hereunder, in each case without any amendment, modification or waiver of any of the provisions thereof that would be materially adverse to the Lenders without the consent of the Arranger, in its sole discretion (it being understood that any amendment or modification solely extending the “termination date” in Section 7.1(c) of the Acquisition Agreement to a date not later than December 31, 2011 will not be deemed to be materially adverse and will not require the consent of the Arranger).

(h) Evidence of Solvency. The Arranger and the Administrative Agent shall have received a solvency certificate from the chief executive officer, president or chief financial officer of the Borrower in substantially the form attached hereto as Exhibit H.

(i) No Closing Date Material Adverse Effect. Except as (i) set forth in, in the case of Verge, the disclosure letter delivered by Verge to the Borrower and Merger Sub, simultaneously with the execution of the Acquisition Agreement (the “Verge Disclosure Letter”) or, in the case of the Borrower and Merger Sub, the disclosure letter delivered by the Borrower and Merger Sub to Verge simultaneously with the execution of the Acquisition Agreement (the “Westwood Disclosure Letter,” and each of the Verge Disclosure Letter and the Westwood Disclosure Letter, a “Disclosure Letter”), (ii) in the case of the Borrower, disclosed in the Westwood SEC Reports (as defined below) publicly filed with the Securities and Exchange Commission (the “SEC”) at least two Business Days (as defined below) prior to the execution of the Acquisition Agreement (excluding any disclosures set forth in any risk factor section in any Westwood SEC Report (as defined below), forward-looking statements contained in any Westwood SEC Report or any exhibit to any Westwood SEC Report (except, in the case of an exhibit to any Westwood SEC Report, to the extent explicitly referred to in the Acquisition Agreement for a particular purpose)), or (iii) in the case of Verge, disclosed in the Most Recent Verge Audit (as defined below) (excluding any disclosures set forth in any risk factor section in the Most Recent Verge Audit or forward-looking statements contained in the Most Recent Verge Audit), (x) with respect to Verge, except as disclosed in Section 3.19 of its Disclosure Letter, since December 31, 2010, there has not been a “Closing Date Material Adverse Effect” (as defined below) and (y) with respect to the Borrower, except as disclosed in Section 3.19 of its Disclosure Letter, since December 31, 2010, there has not been a “Closing Date Material Adverse Effect” (as defined below).

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“Closing Date Material Adverse Effect” means, with respect to any party, any event, circumstance, change in or effect on such party or any of its Retained Subsidiaries (as defined below) that, individually or in the aggregate (taking into account all other such events, circumstances, changes or effects), has or would reasonably be expected to have a material adverse effect on (i) the business, assets, liabilities, financial condition or results of operations of such party and its Retained Subsidiaries, taken as a whole, or (ii) the ability of such party to perform its obligations hereunder or consummate the transactions contemplated hereby; provided, however, that none of the following, either alone or in combination, shall be considered in determining whether there has been a “Closing Date Material Adverse Effect”: any event, circumstance, change in or effect resulting from (a) any change in the operating, business, regulatory or other conditions in the industries in which such party and its Retained Subsidiaries operate; (b) general economic conditions, including changes in the credit, debt, financial or capital markets (including changes in interest or exchange rates or any default or anticipated default by the United States on its sovereign debt or other obligations), in each case, in the United States or anywhere else in the world; (c) earthquakes, floods, natural disasters or other acts of nature or force majeure events; (d) acts of war, sabotage or terrorism or military actions or similar circumstances, including from worsening of current conditions caused thereby, occurring after the date hereof; (e) any change in Laws (as defined below) or GAAP (as defined below), or the interpretation thereof; (f) the taking of any action or the consummation of any transaction, in either case required by the Acquisition Agreement, or the announcement of the transactions contemplated hereby; (g) any decline in the market price of the common stock of the Borrower (it being understood that the facts or occurrences giving rise to or contributing to such decline may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Closing Date Material Adverse Effect); (h) any failure, in and of itself, by such party to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period (it being understood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Closing Date Material Adverse Effect); (i) in and of itself, any statement or qualification in any auditor’s report or opinion expressing doubt or uncertainty regarding the Borrower’s ability to continue as a going concern (it being understood that the facts or occurrences giving rise to or contributing to such statement or qualification may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Closing Date Material Adverse Effect); or (j) any matter to the extent specifically described in such party’s Disclosure Letter; provided that the exceptions in clauses (a), (b), (c), (d) and (e) shall only be taken into account if such party is not adversely affected in a disproportionate manner relative to other participants in the industry in which such party primarily operates.

In addition, for purposes of this Section 3.1(i), (i) “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in the City of Wilmington, Delaware are authorized or required by applicable Law (as defined below) or executive order to remain closed, (ii) “Delivered” means that the applicable document has been, in the case of the Borrower, posted in the Borrower data room on the Intralinks website, delivered to Verge electronically or filed as an exhibit in the Westwood SEC Reports publicly filed with the SEC or, in the case of Verge, posted in Verge’s data room on the Merrill Datasite website or delivered to the Borrower electronically, in each case on or prior to the date of execution of the Acquisition Agreement, (iii) “GAAP” means, with respect to any party, generally accepted accounting principles in the United States of America, as in effect from time to time, and, when used in reference to unaudited financial statements, including the unaudited consolidated balance sheet of Verge and its consolidated Subsidiaries (as defined below) as of March 31, 2011, and the related unaudited consolidated statements of income and cash flows for the fiscal year or the three-month period, respectively, then ended and the unaudited interim consolidated financial statements of the Borrower, shall include exceptions for (a) normal recurring year-end adjustments, the effect of which are not, individually or in the aggregate, material to the business or operations of such party and its Retained Subsidiaries, and (b) lack of accompanying footnotes, (iv) “Law” means any federal, national, supranational, foreign, state, provincial, municipal, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law), (v) “Most Recent Verge Audit” means Verge’s audited financial statements for the year ended December 31, 2010, as Delivered to the Borrower by Verge prior to the date of the Acquisition Agreement, (vi) “Retained Subsidiaries” means (a) with respect to the Borrower, the Subsidiaries of the Borrower other than Metro Networks, Inc., a Delaware corporation, SmartRoute Systems, Inc., a Delaware corporation, TLAC, Inc., a Delaware corporation, and the Subsidiaries of the foregoing, and (b) with respect to Verge, the Subsidiaries of Verge, in each

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case, for the avoidance of doubt, other than Triton Media Group, LLC, Triton Digital, Inc. and the Subsidiaries of Triton Digital, Inc, (vii) “Subsidiary” means, with respect to any person, any corporation, partnership, association or other business entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that person or one or more of the other Subsidiaries of that person or a combination thereof, or (b) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that person or one or more of the other Subsidiaries of that person or a combination thereof and (viii) “Westwood SEC Reports” means all required forms, reports, statements, schedules, registration statements and other documents required to be filed or furnished by the Borrower and its Subsidiaries with or to the SEC since January 1, 2009 (together with any other forms, reports, statements, schedules, registration statements, prospectuses, proxy statements and other documents filed with or furnished to the SEC subsequent to the date hereof).

(j) Specified Representations. The accuracy, in all material respects, of the Specified Representations and the Specified Acquisition Agreement Representations.

(k) Request. The Administrative Agent shall have received, to the extent required by Article 2, a written, timely and duly executed and completed Notice of Borrowing.

(l) Officer’s Certificate. The Arranger and the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying as to the matters set forth in items (c), (f), (g) (limited to the second sentence thereof), (i) and (j) above.

(m) Existing Debt. All pre-existing Indebtedness of Verge, the Borrower and their respective Subsidiaries (including Indebtedness under the Existing Debt Agreements, but excluding Indebtedness set forth on Schedule 8.1) shall have been repaid or repurchased in full, all commitments relating thereto shall have been terminated, and all liens or security interests related thereto shall have been terminated or released, in each case on terms reasonably satisfactory to the Arranger.

(n) “Know-Your-Customer” Compliance. Administrative Agent and each Lender shall have received at least five (5) days prior to the Closing Date all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act.

(o) Financial Statements and Pro Forma Financial Statements. The Arranger shall have received the Financial Statements described in Section 4.4(a) and, at least two Business Days prior to the Closing Date and in form reasonably satisfactory to the Arranger, the Pro Forma Balance Sheet and the Pro Forma Income Statement described in Section 4.4(d).

Section 3.2 Determinations of Borrowing Conditions. For purposes of determining compliance with the conditions specified in Section 3.1, each Lender shall be deemed to be satisfied with each document and each other matter required to be satisfactory to such Lender unless, prior to the Closing Date, the Administrative Agent receives written notice from such Lender specifying such Lender’s objections and such Lender has not made available its Pro Rata Share of the Borrowing scheduled to be made on the Closing Date. The making of the Term Loans by the Lenders on the Closing Date shall conclusively be deemed to be the satisfaction or waiver of all of the conditions precedent in Section 3.1.

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ARTICLE 4
REPRESENTATIONS AND WARRANTIES

To induce the Lenders and the Agents to enter into the Loan Documents, the Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) represents and warrants to each of them each of the following on and as of the Closing Date:

Section 4.1 Corporate Existence; Compliance with Law. Each Group Member (a) is duly organized and validly existing under the laws of the jurisdiction of its organization, (b) is in good standing (if applicable) under the laws of the jurisdiction of its organization, (c) is duly qualified to do business as a foreign entity and in good standing (if applicable) under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not, in the aggregate, have a Material Adverse Effect, (d) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its property, to lease or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (e) is in compliance with its Constituent Documents, (f) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not have a Material Adverse Effect and (g) has all necessary Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, lease, sublease, operation, occupation or conduct of business, except where the failure to obtain such Permits, make such filings or give such notices would not, in the aggregate, have a Material Adverse Effect.

Section 4.2 Loan and Related Documents. (a) Power and Authority. The execution, delivery and performance by each Loan Party of the Loan Documents and the other Related Documents to which it is a party and the consummation of the Related Transactions and other transactions contemplated therein (i) are within such Loan Party’s corporate or similar powers and, at the time of execution thereof, have been duly authorized by all necessary corporate and similar action (including, if applicable, consent of holders of its Securities), (ii) do not (A) contravene such Loan Party’s Constituent Documents, (B) violate any applicable Requirement of Law, (C) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material Contractual Obligation of any Loan Party or any of its Subsidiaries (including the Loan Documents and other Related Documents) other than those that would not, in the aggregate, have a Material Adverse Effect and are not created or caused by, or a conflict, breach, default or termination or acceleration event under, any Loan Document or (D) result in the imposition of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of its Subsidiaries and (iii) do not require any Permit of, or filing with, any Governmental Authority or any consent of, or notice to, any Person, other than (A) with respect to the Loan Documents and the First Lien Loan Documents, the filings required to perfect the Liens created by the Loan Documents and the First Lien Loan Documents, (B) those listed on Schedule 4.2 and that have been, or will be prior to the Closing Date, obtained or made, copies of which have been, or will be prior to the Closing Date, delivered to the Arranger and the Administrative Agent, and each of which on the Closing Date will be in full force and effect and (C) those that, if not obtained, would not, in the aggregate, have a Material Adverse Effect.

(b) Due Execution and Delivery. From and after its delivery to the Administrative Agent, each Loan Document and other Related Document has been duly executed and delivered to the other parties thereto by each Loan Party party thereto, is the legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in accordance with its terms.

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(c) Related Documents. As of the Closing Date, each representation and warranty in each Related Document is true and correct in all material respects and no default, or event that, with the giving of notice or lapse of time or both, would constitute a default, has occurred thereunder. As of the Closing Date, all applicable waiting periods in connection with the Acquisition have expired or have been terminated without any action being taken by any Governmental Authority (including any requisite waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976).

(d) Senior Debt. The Obligations constitute “Second Lien Obligations” under and as defined in the Intercreditor Agreement. No other Indebtedness qualifies as “Second Lien Obligations” under the Intercreditor Agreement. The Obligations constitute “Senior Debt” and “Designated Senior Debt” under and as defined in the Sponsor PIK Notes.

Section 4.3 Ownership of Group Members. Set forth on Schedule 4.3 is a complete and accurate list showing, as of the Closing Date, for each Group Member and each Subsidiary of any Group Member and each Joint Venture of any of them, its jurisdiction of organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date (except for any Joint Venture) and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. All outstanding Stock of each of them has been validly issued, is fully paid and non-assessable (to the extent applicable) and, except in the case of the Borrower, is owned beneficially and of record by a Group Member free and clear of all Liens other than the security interests created by the Loan Documents, the First Lien Loan Documents and Permitted Liens. As of the Closing Date, there are no Stock Equivalents with respect to the Stock of any Group Member (other than the Borrower) or any Subsidiary of any Group Member or any Joint Venture of any of them and, as of the Closing Date, except as set forth on Schedule 4.3, there are no Stock Equivalents with respect to the Stock of the Borrower. Except as permitted pursuant to the Loan Documents, there are no Contractual Obligations or other understandings to which any Loan Party or any Joint Venture in which a Loan Party owns an interest is a party with respect to (including any restriction on) the issuance, voting, Sale or pledge of any Stock or Stock Equivalent of any Loan Party or Joint Venture in which a Loan Party owns an interest.

Section 4.4 Financial Statements. (a) Each of (i) the audited Consolidated balance sheet of the Borrower as at December 31, 2010 and the related Consolidated statements of income, retained earnings and cash flows of the Borrower for the Fiscal Year then ended, certified by PricewaterhouseCoopers LLP, (ii) the audited Consolidated balance sheet of Excelsior as at December 31, 2010 and the related Consolidated statements of income, retained earnings and cash flows of Excelsior for the Fiscal Year then ended, certified by Ernst & Young LLP, (iii) subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the unaudited Consolidated balance sheets of the Borrower as at the end of the Fiscal Quarters ended March 31, 2011 and June 30, 2011 and the related Consolidated statements of income, retained earnings and cash flows of the Borrower for such Fiscal Quarters, (iv) subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the unaudited Consolidated balance sheets of Excelsior as at the end of the Fiscal Quarters ended March 31, 2011 and June 30, 2011 and the related Consolidated statements of income, retained earnings and cash flows of Excelsior for such Fiscal Quarters, (v) subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the unaudited Consolidated balance sheets of the Borrower as at the end of the Fiscal Months ended July 31, 2011 and August 31, 2011 and the related Consolidated statements of income, retained earnings and cash flows of the Borrower for such Fiscal Months and (vi) subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the unaudited Consolidated balance sheets of Excelsior as at the end of the Fiscal Months ended July 31, 2011 and August 31, 2011 and the related Consolidated statements of income, retained earnings and cash flows of Excelsior for such Fiscal Months, copies of each of which have been furnished to the Arranger, fairly present in all material respects the Consolidated financial position, results of operations and cash flow of the Borrower or Excelsior, as applicable, as at the dates indicated and for the periods indicated in accordance with GAAP.

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(b) On the Closing Date, (i) none of the Borrower or its Subsidiaries has any material liability or other obligation (including Indebtedness, Guaranty Obligations, contingent liabilities and liabilities for taxes, long-term leases and unusual forward or long-term commitments) that is not reflected in the Financial Statements referred to in clause (a) above or in the notes thereto and not otherwise permitted by this Agreement and (ii) since the date of the unaudited Financial Statements referenced in clauses (a)(iii) and (iv) above, there has been no Sale of any material property of the Borrower and its Subsidiaries (other than the sale of Excelsior’s “digital business”) and no purchase or other acquisition of any material property other than the Acquisition.

(c) The Initial Projections have been prepared by the Borrower in light of the past operations of the business of the Borrower and its Subsidiaries and reflect projections for the six (6) year period beginning on January 1, 2011 on a quarterly basis for the first year and on a year-by-year basis thereafter. As of the Closing Date, the Initial Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes to be reasonable and fair in light of conditions and facts known to the Borrower as of the Closing Date and reflect the good faith, reasonable and fair estimates by the Borrower of the future Consolidated financial performance of the Borrower and the other information projected therein for the periods set forth therein (it being understood and agreed that financial projections are not a guarantee of financial performance and actual results may differ from financial projections and such differences may be material).

(d) (i) The unaudited Consolidated balance sheet of the Borrower (the “Pro Forma Balance Sheet”) delivered to the Arranger prior to the date hereof, has been prepared as of August 31, 2011 and reflects as of such date, on a Pro Forma Basis for the Related Transactions, the Consolidated financial condition of the Borrower, and the assumptions expressed therein are believed to be reasonable based on the information available to the Borrower at such date and on the Closing Date, and (ii) the unaudited Consolidated statement of income of the Borrower (the “Pro Forma Income Statement”) delivered to the Arranger prior to the date hereof, has been prepared in respect of the most recent twelve-month period for which internal financial statements are available and reflects as of such period, on a Pro Forma Basis for the Related Transactions, the Consolidated results of operation of the Borrower, and the assumptions expressed therein are believed to be reasonable based on the information available to the Borrower at the end of such period and on the Closing Date.

Section 4.5 Material Adverse Effect. Since December 31, 2010, there have been no events, circumstances, developments or other changes in facts that would, in the aggregate, have a Material Adverse Effect.

Section 4.6 Solvency. Both immediately before and immediately after giving effect to (a) the Term Loans made on or prior to the date this representation and warranty is made, (b) the disbursement of the proceeds of such Term Loans, (c) the consummation of the Related Transactions and (d) the payment and accrual of all transaction costs in connection with the foregoing, the Loan Parties taken as a whole are Solvent.

Section 4.7 Litigation. Except as set forth on Schedule 4.7, there are no pending (or, to the knowledge of the Borrower, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting the Borrower or any of its Subsidiaries with, by or before any Governmental Authority other than those that (a) cannot reasonably be expected to adversely affect the Obligations, the Loan Documents, the other Related Documents, the Related Transactions and the other transactions contemplated therein or (b) would not, in the aggregate, have a Material Adverse Effect.

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Section 4.8 Taxes. All federal, state, local and foreign income and franchise and other material tax returns, reports and statements (collectively, the “Tax Returns”) required to be filed by any Tax Affiliate have been filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all material taxes, charges and other impositions reflected therein or otherwise due and payable have been paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Tax Affiliate in accordance with GAAP. Except as set forth on Schedule 4.8, no income or franchise Tax Return is under audit or examination by any Governmental Authority and no notice of such an audit or examination or any assertion of any material claim for Taxes has been received from any Governmental Authority. Amounts have been withheld by each Tax Affiliate from their respective employees for all periods in material compliance with the tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities. No Tax Affiliate has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate is the common parent.

Section 4.9 Use of Proceeds; Margin Regulations. (a) The proceeds of the Term Loans are intended to be and shall be used solely for the purposes set forth in and permitted by Section 7.9.

(b) The Borrower is not engaged in the business of extending credit for the purpose of, and no proceeds of any Term Loan or other extensions of credit hereunder will be used for the purpose of, buying or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board) or extending credit to others for the purpose of purchasing or carrying any such margin stock, in each case in contravention of Regulation T, U or X of the Federal Reserve Board.

Section 4.10 No Burdensome Obligations; No Defaults. To the Borrower’s knowledge, no Group Member is a party to any Contractual Obligation, no Group Member has Constituent Documents containing obligations, and, to the knowledge of any Group Member, there are no applicable Requirements of Law, in each case the compliance with which would have, in the aggregate, a Material Adverse Effect. No Group Member (and, to the knowledge of each Group Member, no other party thereto) is in default under or with respect to any Contractual Obligation of any Group Member, other than those that would not, in the aggregate, have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

Section 4.11 Investment Company Act, Etc.No Group Member is (a) an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, (b) subject to regulation under the Federal Power Act, the Interstate Commerce Act, any state public utilities code, or any other federal or state statute, rule or regulation limiting its ability to incur Indebtedness, pledge its assets or perform its obligations under the Loan Documents; provided, however that the ability to pledge the FCC Licenses of a Group Member may be limited by the Communications Laws.

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Section 4.12 Labor Matters. As of the Closing Date, there are no strikes, work stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any Group Member, threatened) against or involving any Group Member, except, for those that would not, in the aggregate, have a Material Adverse Effect. Except as set forth on Schedule 4.12, as of the Closing Date, (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Group Member, (b) no petition for certification or election of any such representative is existing or pending with respect to any employee of any Group Member and (c) no such representative has sought certification or recognition with respect to any employee of any Group Member.

Section 4.13 ERISA. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code has received a favorable determination or opinion letter from the IRS or is in the form of a prototype plan that is the subject of a favorable opinion letter from the IRS. Except for those that would not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge of any Group Member, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Group Member incurs or otherwise has or could reasonably be expected to have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur. On the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made that would reasonably be expected to result in a Material Adverse Effect.

Section 4.14 Environmental Matters. Except as set forth on Schedule 4.14, (a) the operations of each Group Member are and since January 1, 2006 have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, other than non-compliances that, in the aggregate, would not reasonably be expected to result in Material Environmental Liabilities, (b) no Group Member is party to, and no Group Member and no real property currently (or to the knowledge of any Group Member previously) owned, leased, subleased, operated or otherwise occupied by or for any Group Member is subject to or the subject of any Contractual Obligation or any pending (or, to the knowledge of any Group Member, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar notice under or pursuant to any Environmental Law other than those that, in the aggregate, would not reasonably be expected to result in Material Environmental Liabilities, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any property of any Group Member and, to the knowledge of the Borrower, no facts, circumstances or conditions exist that would reasonably be expected to result in any such Lien attaching to any such property, (d) no Group Member has caused or suffered to occur a Release of Hazardous Materials at, to or from any real property of any Group Member and each such real property is free of contamination by any Hazardous Materials except for such Release or contamination that would not reasonably be expected to result, in the aggregate, in Material Environmental Liabilities, (e) no Group Member (i) is or has been engaged in, or has permitted any current or former tenant to engage in, operations, or (ii) has received any information request or notice of potential responsibility under CERCLA or similar Environmental Laws, that, in the aggregate, would reasonably be expected to result in Material Environmental Liabilities and (f) each Group Member has made available to the Arranger and the Administrative Agent copies of all existing material and nonprivileged environmental reports, reviews and audits and all material and nonprivileged documents pertaining to actual or reasonably anticipated potential Environmental Liabilities, in each case to the extent such reports, reviews, audits and documents are in their possession, custody or control.

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Section 4.15 Intellectual Property. Each Group Member owns or licenses all Intellectual Property that is necessary for the operations of its business, where “necessary” means, for purposes of this Section 4.15, that failure by the applicable Group Member to own or license such Intellectual Property would result in the inability of such Group Member to operate its business in any material respect. To the knowledge of the Borrower, (a) the conduct and operations of the businesses of each Group Member does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other Person and (b) no other Person has contested any right, title or interest of any Group Member in, or relating to, any Intellectual Property, other than, in each case, as cannot reasonably be expected to affect the Loan Documents and the transactions contemplated therein and as would not, in the aggregate, have a Material Adverse Effect. To the knowledge of the Borrower, (x) there are no pending (or threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting any Group Member with respect to the Intellectual Property owned by such Group Member, (y) no judgment or order has been rendered by any competent Governmental Authority and no settlement agreement or similar Contractual Obligation has been entered into by any Group Member with respect to the Intellectual Property owned by such Group Member, and (z) there is no valid basis for any claim based on any infringement, misappropriation, dilution, violation or impairment of the Intellectual Property of any Person by any Group Member, other than, in each case, as cannot reasonably be expected to affect the Loan Documents and the transactions contemplated therein and as would not, in the aggregate, have a Material Adverse Effect.

Section 4.16 Title; Real Property. (a) Each Group Member has good and marketable fee simple title to all owned real property and valid leasehold interests in all leased real property, in each case, as of the Closing Date, and owns all personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent Financial Statements delivered by the Borrower, and none of such property is subject to any Lien except Permitted Liens.

(b) Set forth on Schedule 4.16 is, as of the Closing Date, (i) a complete and accurate list of all real property owned in fee simple by any Group Member or in which any Group Member owns a leasehold interest setting forth, for each such real property, the current street address (including, where applicable, county, state and other relevant jurisdictions), the record owner thereof and, where applicable, each lessee and sublessee thereof, (ii) any lease, sublease, license or sublicense of such real property by any Group Member and (iii) for each such Material Real Property that the Arranger has requested be subject to a Mortgage or that is otherwise material to the business of any Group Member, each Contractual Obligation by any Group Member, whether contingent or otherwise, to Sell such real property.

Section 4.17 Full Disclosure. The written information concerning the Borrower and its Subsidiaries, other than the Projections (including the Initial Projections), budgets, estimates and other forward looking information and information of a general economic or general industry nature, that has been made available to any Lender by or on behalf of any Group Member in connection with any Loan Document or other Related Document (including the information contained in any Financial Statement or Disclosure Document does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made; provided, however, that projections contained therein are not to be viewed as factual and that actual results during the periods covered thereby may differ from the results set forth in such projections by a material amount. All projections that are part of such information (including those set forth in any Projections (including the Initial Projections) delivered subsequent to the Closing Date) are based upon good faith estimates and stated assumptions believed to be reasonable and fair as of the date made in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein (it being understood and agreed that financial projections are not a guarantee of financial performance and actual results may differ from financial projections and such differences may be material).

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Section 4.18 Patriot Act. No Group Member (and, to the knowledge of each Group Member, no Joint Venture or Subsidiary thereof) is in violation in any material respects of any Anti-Terrorism Law.

Section 4.19 Mortgages. As of the Closing Date, each Loan Party has executed and delivered to the Administrative Agent Mortgages on all Material Real Property.

Section 4.20 Insurance. As of the Closing Date, the insurance maintained by the Group Members is in full force and effect. The Group Members are insured by financially sound and reputable insurers and such insurance is in amounts and covering such risks and liabilities as are in accordance with normal and prudent industry practice.

Section 4.21 Collateral Documents. The provisions of the Loan Documents purporting to grant a Lien to secure any Obligation are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on all right, title and interest of the respective Loan Parties in the Collateral described therein and, (i) when financing statements and other filings in appropriate form with respect to the Loan Parties are filed in the appropriate offices as set forth with respect to such filings identified in the appropriate schedule to the Guaranty and Security Agreement and (ii) upon the taking of possession or control by the First Lien Agent (if prior to the First Lien Termination Date) or the Administrative Agent (if otherwise) of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the First Lien Agent or the Administrative Agent, as applicable, to the extent possession or control by the First Lien Agent or the Administrative Agent, as applicable, is required by the Loan Documents), the Liens created by the Loan Documents shall constitute fully perfected first-priority (other than (i) Liens granted on the Indebtedness under the First Lien Loan Documents to the extent permitted hereunder and under the Intercreditor Agreement and (ii) Permitted Liens having priority by operation of law) Liens on, and security interests in, all right, title and interest of the grantors in the Collateral (other than such Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction or by possession or control or by filing a financing statement), in each case subject to no Liens other than Permitted Liens.

Section 4.22 Compliance with OFAC Rules and Regulations. Neither the Borrower nor any Subsidiary (a) is a Sanctioned Person, (b) has any of its assets in Sanctioned Countries or (c) derives any of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Countries. No part of the proceeds of any Term Loan hereunder will be used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country.

Section 4.23 Brokers’ Fees; Transaction Fees. Except as set forth in the funds flow memorandum delivered by the Borrower to the Arranger in connection with the funding of Term Loans on the Closing Date and except for fees payable to the Arranger, the Syndication Agent, the Administrative Agent, the Lenders, the First Lien Agent or the arrangers of or the syndication agent or lenders under the First Lien Credit Agreement, no Group Member has any obligation to any Person in respect of any finder’s, broker’s or investment banker’s fee in connection with the transactions contemplated hereby.

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Section 4.24 Acquisition Documentation. All representations and warranties set forth in the Acquisition Agreement were true and correct in all material respects (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect”) at the time as of which such representations and warranties were made (or deemed made). Notwithstanding anything in the Acquisition Agreement to the contrary, the representations and warranties of the Borrower set forth in this Section with respect to the Acquisition Agreement shall, solely for purposes of this Agreement, survive the Closing Date and the consummation of the Acquisition for the benefit of the Lenders.

ARTICLE 5
FINANCIAL COVENANTS

The Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders and the Agents to each of the following, as long as any Obligation (other than unasserted contingent indemnification obligations and any unasserted expense reimbursement obligations) or any Commitment remains outstanding:

Section 5.1 Maximum Consolidated Leverage Ratio. The Borrower shall not have, on the last day of each Fiscal Quarter set forth below, a Consolidated Leverage Ratio greater than the maximum ratio set forth opposite such Fiscal Quarter:

	MAXIMUM
	CONSOLIDATED
FISCAL QUARTER ENDING	LEVERAGE RATIO
March 31, 2012		5.60 to 1
June 30, 2012		6.20 to 1
September 30, 2012		5.80 to 1
December 31, 2012		5.45 to 1
March 31, 2013		4.95 to 1
June 30, 2013		4.85 to 1
September 30, 2013		4.75 to 1
December 31, 2013		4.70 to 1
March 31, 2014		4.35 to 1
June 30, 2014		4.30 to 1
September 30, 2014		4.20 to 1
December 31, 2014		4.15 to 1
March 31, 2015		3.75 to 1
June 30, 2015		3.65 to 1
September 30, 2015		3.50 to 1
December 31, 2015		3.40 to 1
March 31, 2016		3.05 to 1
June 30, 2016		2.90 to 1
September 30, 2016		2.80 to 1
December 31, 2016		2.70 to 1
March 31, 2017		2.70 to 1
June 30, 2017 and thereafter		2.70 to 1

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Section 5.2 Minimum Consolidated Interest Coverage Ratio. The Borrower shall not have, on the last day of each Fiscal Quarter set forth below, a Consolidated Interest Coverage Ratio for the four Fiscal Quarter period ending on such day less than the minimum ratio set forth opposite such Fiscal Quarter; provided that Consolidated Cash Interest Expense (x) for the Fiscal Quarter ending March 31, 2012, shall be calculated using Consolidated Cash Interest Expense for the Fiscal Quarter ending March 31, 2012 multiplied by four (4), (y) for the Fiscal Quarter ending June 30, 2012, shall be calculated using Consolidated Cash Interest Expense for the two fiscal quarters ending June 30, 2012 multiplied by two (2) and (z) for the Fiscal Quarter ending September 30, 2012, shall be calculated using Consolidated Cash Interest Expense for the three Fiscal Quarters ending September 30, 2012 multiplied by four-thirds (4/3):

	MINIMUM CONSOLIDATED
FISCAL QUARTER ENDING	INTEREST COVERAGE RATIO
March 31, 2012		1.80 to 1
June 30, 2012		1.65 to 1
September 30, 2012		1.75 to 1
December 31, 2012		1.80 to 1
March 31, 2013		1.95 to 1
June 30, 2013		2.00 to 1
September 30, 2013		2.05 to 1
December 31, 2013		2.05 to 1
March 31, 2014		2.10 to 1
June 30, 2014		2.10 to 1
September 30, 2014		2.15 to 1
December 31, 2014		2.15 to 1
March 31, 2015		2.15 to 1
June 30, 2015		2.20 to 1
September 30, 2015		2.25 to 1
December 31, 2015		2.30 to 1
March 31, 2016		2.35 to 1
June 30, 2016		2.45 to 1
September 30, 2016		2.50 to 1
December 31, 2016		2.60 to 1
March 31, 2017		2.60 to 1
June 30, 2017 and thereafter		2.60 to 1

Section 5.3 Capital Expenditures. No Group Member shall incur, or permit to be incurred, Capital Expenditures (other than Capital Expenditures financed with the proceeds of issuances of Equity Interests of the Borrower to the extent that the Borrower has delivered written notice to the Administrative Agent within five (5) Business Days following such issuance stating that the proceeds of such issuance are to be used for such purpose) in the aggregate during each Fiscal Year set forth below in excess of the maximum amount set forth below for such Fiscal Year:

	MAXIMUM CAPITAL
FISCAL YEAR ENDING	EXPENDITURES
Fiscal Year 2012	$	5,300,000
Fiscal Year 2013	$	5,300,000
Fiscal Year 2014	$	5,300,000
Fiscal Year 2015	$	5,300,000
Fiscal Year 2016	$	5,300,000
Fiscal Year 2017	$	5,300,000

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provided, however, that, to the extent that actual Capital Expenditures incurred in any such Fiscal Year shall be less than the maximum amount set forth above for such Fiscal Year (without giving effect to the carryover permitted by this proviso), 50% of the difference between such stated maximum amount and such actual Capital Expenditures shall, in addition to any amount permitted above, be available for Capital Expenditures in the next succeeding Fiscal Year; and provided, further, that any Capital Expenditures incurred in any Fiscal Year shall be deemed to have been incurred first, in respect of amounts permitted pursuant to this Section 5.3 without giving effect to the preceding proviso and then, in respect of any amount permitted solely by reason of the preceding proviso.

ARTICLE 6
REPORTING COVENANTS

The Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders and the Agents to each of the following, as long as any Obligation (other than unasserted contingent indemnification obligations and any unasserted expense reimbursement obligations) or any Commitment remains outstanding:

Section 6.1 Financial Statements. The Borrower shall deliver to each Agent each of the following:

(a) Monthly Reports. With respect to the first two (2) Fiscal Months of each Fiscal Quarter ending after the Closing Date until the first anniversary of the Closing Date, as soon as available, and in any event within thirty (30) days after the end of each of the first two Fiscal Months in each such Fiscal Quarter (provided, that for the first Fiscal Month following the Closing Date, such delivery shall be within forty-five (45) days after the end of such Fiscal Month), the Consolidated unaudited balance sheet of the Borrower as of the close of such Fiscal Month and related Consolidated statements of income and cash flow for such Fiscal Month and that portion of the Fiscal Year ending as of the close of such Fiscal Month, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year, in each case certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the Consolidated financial position, results of operations and cash flow of the Borrower as at the dates indicated and for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments).

(b) Quarterly Reports. As soon as available, and in any event within forty-five (45) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year, the Consolidated unaudited balance sheet of the Borrower as of the close of such Fiscal Quarter and related Consolidated statements of income and cash flow for such Fiscal Quarter and that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year and the figures contained in the latest Projections, in each case certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the Consolidated financial position, results of operations and cash flow of the Borrower as at the dates indicated and for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments).

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(c) Annual Reports. As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year (provided, that for the first Fiscal Year following the Closing Date, such delivery shall be within 120 days after the end of such Fiscal Year), the Consolidated balance sheet of the Borrower as of the end of such year and related Consolidated statements of income, stockholders’ equity and cash flow for such Fiscal Year, each prepared in accordance with GAAP, together with a certification by the Group Members’ Accountants that such Consolidated Financial Statements fairly present in all material respects the Consolidated financial position, results of operations and cash flow of the Borrower as at the dates indicated and for the periods indicated therein in accordance with GAAP without qualification as to the scope of the audit or as to going concern and without any other similar qualification.

(d) Compliance Certificate. Together with each delivery of any Financial Statement pursuant to clause (b) or (c) above, a Compliance Certificate duly executed by a Responsible Officer of the Borrower that, among other things, (i) if delivered together with any Financial Statement pursuant to clause (c) above, shows in reasonable detail the calculations used in determining Excess Cash Flow, (ii) demonstrates compliance with each financial covenant contained in Article 5 that is tested at least on a quarterly basis in reasonable detail (including, without limitation, any detail or support for the calculation of any adjustments to Consolidated EBITDA that the Syndication Agent reasonably requests), (iii) states that no Default is continuing as of the date of delivery of such Compliance Certificate or, if a Default is continuing, states the nature thereof and the action that the Borrower proposes to take with respect thereto and (iv) in the case of the Fiscal Quarter ending December 31, 2011, includes a calculation of the Consolidated Leverage Ratio as of such day in reasonable detail (including, without limitation, any detail or support for the calculation of any adjustments to Consolidated EBITDA that the Syndication Agent reasonably requests).

(e) Corporate Chart and Other Collateral Updates. As part of the Compliance Certificate delivered pursuant to clause (d) above, each in form and substance reasonably satisfactory to the Syndication Agent, a certificate by a Responsible Officer of the Borrower that (i) the Corporate Chart attached thereto (or the last Corporate Chart delivered pursuant to this clause (e)) is correct and complete as of the date of such Compliance Certificate, (ii) the Loan Parties have delivered all documents (including updated schedules as to locations of Collateral and acquisition of registered or material Intellectual Property or real property) they are required to deliver pursuant to any Loan Document on or prior to the date of delivery of such Compliance Certificate and (iii) complete and correct copies of all documents modifying any term of any Constituent Document of any Group Member or any Subsidiary or Joint Venture (with respect to any Joint Venture, to the extent the Borrower has a copy of such document) thereof on or prior to the date of delivery of such Compliance Certificate have been delivered to each Agent or are attached to such certificate.

(f) Additional Projections. As soon as available and in any event not later than forty-five (45) days after the commencement of each Fiscal Year (or sixty (60) days in the case of the first Fiscal Year after the Closing Date), (i) the annual business plan of the Group Members for such Fiscal Year and (ii) forecasts prepared by management of the Borrower for each Fiscal Quarter in such Fiscal Year, in each case including in such forecasts (x) a projected year-end Consolidated balance sheet, income statement and statement of cash flows and (y) a statement of all of the material assumptions on which such forecasts are based.

(g) Management Discussion and Analysis. Together with each delivery of any Financial Statement pursuant to clauses (b) or (c) above, a summary discussion and analysis of the financial condition and results of operations of the Group Members for the portion of the Fiscal Year then elapsed and discussing the reasons for any significant variations from the Projections for such period and the figures for the corresponding period in the previous Fiscal Year.

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(h) Reconciliation Statements. If as a result of any change in accounting principles and policies from those used in the preparation of the first Financial Statements referred to in clause (c) above, the Financial Statements delivered pursuant to clauses (a), (b) and (c) above will differ in any material respect from the Financial Statements that would have been delivered pursuant to such clauses had no such change in accounting principles and policies been made and such difference would materially effect the calculation of the financial covenants set forth in Section 5.1 or 5.2, then together with each delivery of Financial Statements following such change, a written statement of the chief financial officer or chief executive officer of the Borrower setting forth the material differences (including any material differences that would affect any calculations relating to the financial covenants set forth in Sections 5.1 and 5.2 and a reconciliation between calculations of such covenants made before and after giving effect to such change in accounting principles and policies) which would have resulted if such Financial Statements had been prepared without giving effect to such change, all in reasonable detail and accompanied by financial statements and other documents reasonably requested by the Syndication Agent in support of such written statement, in each case until such time as any affected financial covenants in Sections 5.1 and 5.2 may be amended as contemplated by Section 1.3.

(i) Audit Reports, Management Letters, Etc. Together with each delivery of any Financial Statement for any Fiscal Year pursuant to clause (c) above, copies of each management letter, audit report or similar letter or report received by any Group Member from any independent registered certified public accountant (including the Group Members’ Accountants) in connection with such Financial Statements or any audit thereof, each certified to be complete and correct copies by a Responsible Officer of the Borrower as part of the Compliance Certificate delivered in connection with such Financial Statements.

(j) Insurance. Together with each delivery of any Financial Statement for any Fiscal Year pursuant to clause (c) above, each in form and substance satisfactory to the Syndication Agent and certified as complete and correct by a Responsible Officer of the Borrower as part of the Compliance Certificate delivered in connection with such Financial Statements, a summary of all material insurance coverage maintained as of the date thereof by any Group Member, together with such other related documents and information as the Syndication Agent may reasonably require.

Section 6.2 Other Events. The Borrower shall give each Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing via electronic mail or otherwise) (a) promptly after any Responsible Officer of the Borrower knows of it: (w)(i) any Default, (ii) any breach or non-performance of, or any default under, any Contractual Obligation of any Group Member if such breach, non-performance or default would reasonably be expected to have a Material Adverse Effect or (iii) any event that would have a Material Adverse Effect since the Closing Date, specifying, in each case, the nature and anticipated effect thereof and any action proposed to be taken in connection therewith, (x) any event resulting in a mandatory payment of the Obligations pursuant to Section 2.8 (other than Section 2.8(a)), stating the material terms and conditions of such transaction and estimating the Net Cash Proceeds thereof, (y) the commencement of, or any material developments in, (i) any action, investigation, suit, proceeding, audit, claim, demand, order or dispute between any Group Member and any Governmental Authority or (ii) any litigation or proceeding affecting any Group Member or any property of any Group Member, in each case that (A) seeks injunctive or similar relief, (B) in the reasonable judgment of the Borrower, exposes any Group Member to liability in an aggregate amount in excess of $1,000,000 or (C) if adversely determined would have a Material Adverse Effect and (z) the acquisition of any Material Real Property or the entering into any lease with annual rental payments in excess of $500,000 and (b)(x) on the Closing Date, the then effective Credit Ratings from S&P and Moody’s and (y) within five (5) Business Days after the Borrower receives notice from S&P or Moody’s of a change in any of the Credit Ratings, the revised Credit Ratings (or, if applicable, notice that a Credit Rating will no longer be received from such rating service).

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Section 6.3 Copies of Notices and Reports. The Borrower shall promptly deliver to each Agent copies of each of the following: (a) all material reports that the Borrower transmits to all of its security holders, (b) all documents that any Group Member files with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., any securities exchange or any Governmental Authority exercising similar functions, (c) all press releases not made available directly to the general public, (d) all documents transmitted or received pursuant to, or in connection with, the First Lien Loan Documents (other than fee letters) and (e) any material document transmitted or received pursuant to, or in connection with, any Contractual Obligation governing material Indebtedness of any Group Member.

Section 6.4 Taxes. The Borrower shall give each Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly after any Responsible Officer of any Group Member knows or has reason to know of it: (a) the creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending, or having the effect of extending, the period for assessment or collection of any taxes with respect to any Tax Affiliate and (b) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any adjustment under Section 481(a) of the Code, by reason of a change in accounting method or otherwise, which would have a Material Adverse Effect.

Section 6.5 Labor Matters. The Borrower shall give each Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing), promptly after, and in any event within thirty (30) days after any Responsible Officer of the Borrower knows of it: (a) the commencement of any material labor dispute to which any Group Member is or may become a party, including any strikes, lockouts or other disputes relating to any of such Person’s plants and other facilities and (b) the incurrence by any Group Member of any Worker Adjustment and Retraining Notification Act or related or similar liability incurred with respect to the closing of any plant or other facility of any such Person (other than, in the case of this clause (b), those that would not, in the aggregate, have a Material Adverse Effect).

Section 6.6 ERISA Matters. The Borrower shall give each Agent (a) on or prior to any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and (b) promptly, and in any event within 10 days, after any Responsible Officer of the Borrower knows that a request for a minimum funding waiver under Section 412 of the Code has been or is reasonably expected to be filed with respect to any Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any action that any Group Member proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto.

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Section 6.7 Environmental Matters. (a) The Borrower shall provide each Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly after any Responsible Officer of the Borrower becomes aware of it (and, upon reasonable request of the Syndication Agent, material and nonprivileged documents and information in connection therewith): (i)(A) unpermitted Releases, (B) the receipt by any Group Member of any notice of violation of or potential liability or similar notice under, or the existence of any condition that could reasonably be expected to result in violations of or liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or liability under any Environmental Law, that, for each of clauses (A), (B) and (C) above (and, in the case of clause (C), if adversely determined), in the aggregate for each such clause, could reasonably be expected to result in Environmental Liabilities in excess of $250,000, (ii) the receipt by any Group Member of notification that any property of any Group Member is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities and (iii) any proposed acquisition or lease of real property (except as part of any Permitted Acquisition) if such acquisition or lease would reasonably be expected to result in aggregate Environmental Liabilities in excess of $250,000.

(b) Upon written request of the Syndication Agent, the Borrower shall provide each Agent a report containing an update as to the status of any environmental, health or safety compliance, hazard or liability issue arising under Environmental Laws identified in any document delivered to any Secured Party pursuant to any Loan Document or as to any environmental, health or safety condition, if such issue or condition would reasonably be expected to result in Material Environmental Liabilities.

Section 6.8 Other Information. The Borrower shall provide each Agent with such other documents and information with respect to the business, property, condition (financial or otherwise), legal, financial or corporate or similar affairs or operations of any Group Member as any Agent or any Lender through the Administrative Agent may from time to time reasonably request.

ARTICLE 7
AFFIRMATIVE COVENANTS

The Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders and the Agents to each of the following, as long as any Obligation (other than unasserted contingent indemnification obligations and any unasserted expense reimbursement obligations) or any Commitment remains outstanding:

Section 7.1 Maintenance of Corporate Existence. Each Group Member shall (a) preserve and maintain its legal existence, except in the consummation of transactions expressly permitted by Sections 8.4 and 8.7, and (b) preserve and maintain its rights (charter and statutory), privileges franchises and Permits necessary or desirable in the conduct of its business, except, in the case of this clause (b), where the failure to do so would not, in the aggregate, have a Material Adverse Effect.

Section 7.2 Compliance with Laws, Etc. Each Group Member shall comply with all applicable Requirements of Law, Contractual Obligations and Permits, except for such failures to comply that would not, in the aggregate, have a Material Adverse Effect.

Section 7.3 Payment of Obligations. Each Group Member shall pay or discharge before they become delinquent (a) all material claims, taxes, assessments, charges and levies imposed by any Governmental Authority and (b) all other material lawful claims that if unpaid would, by the operation of applicable Requirements of Law, become a Lien upon any property of any Group Member, except, in the case of clauses (a) and (b), for those whose amount or validity is being contested in good faith by proper proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Group Member in accordance with GAAP.

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Section 7.4 Maintenance of Property. Each Group Member shall (a) maintain and preserve (i) in good working order and condition all of its property necessary in the conduct of its business and (ii) all rights, permits, licenses, approvals and privileges (including all Permits) necessary, used or useful, whether because of its ownership, lease, sublease, license, sublicense or other operation or occupation of property or other conduct of its business and (b) make all necessary or appropriate filings with, and give all required notices to, Governmental Authorities, except for such failures to maintain and preserve the items set forth in clauses (a) and (b) above (or make any filings in respect thereof) that would not, in the aggregate, have a Material Adverse Effect.

Section 7.5 Maintenance of Insurance. Each Group Member shall (a) maintain or cause to be maintained in full force and effect all policies of insurance of any kind with respect to the property and businesses of the Group Members (including policies of life, fire, theft, product liability, public liability, Flood Insurance, property damage, other casualty, employee fidelity, workers’ compensation, business interruption and employee health and welfare insurance) with financially sound and reputable insurance companies or associations (in each case that are not Affiliates of the Borrower) of a nature and providing such coverage as is sufficient and as is customarily carried by businesses of the size and character of the business of the Group Members (it being agreed by the Syndication Agent that the insurance policies, amounts of coverage and the companies used by the Borrower on the Closing Date are satisfactory to the Syndication Agent as of the Closing Date) and (b) subject to Section 7.15 with respect to insurance in effect on the Closing Date, cause all such insurance (other than worker’s compensation insurance policies) relating to any property or business of any Loan Party to name the Administrative Agent on behalf of the Secured Parties as additional insured or lender loss payee, as agent for the Lenders, as appropriate, and to use commercially reasonable efforts to cause such insurance to provide that no cancellation, material addition in amount or material change in coverage shall be effective until after thirty (30) days’ notice (ten (10) days’ notice of nonpayment) (or any shorter period or periods as may be agreed by the Syndication Agent in its sole discretion) thereof to the Administrative Agent (it being agreed by the Syndication Agent that the insurance policies and certificates provided on or prior to the Closing Date are satisfactory to the Syndication Agent); provided, however, that no endorsements with respect to notice of cancellation, material addition in amount or material change shall be required to be provided. Notwithstanding the requirement in clause (a) above, Federal Flood Insurance shall not be required for (x) real property that is not required to be subject to a mortgage in favor of the Administrative Agent for the benefit of the Lenders, (y) real property not located in a Special Flood Hazard Area, or (z) real property located in a Special Flood Hazard Area in a community that does not participate in the National Flood Insurance Program.

Section 7.6 Keeping of Books. The Group Members shall keep proper books of record and account, in which full, true and correct entries shall be made in accordance with GAAP and all other applicable Requirements of Law of all financial transactions and the assets and business of each Group Member.

Section 7.7 Access to Books and Property; Annual Meetings. (a) Each Group Member shall permit the Agents, the Lenders and any Related Person of any of them, as often as reasonably requested, at any reasonable time during normal business hours and with reasonable advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) to (a) visit and inspect the property of each Group Member and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member, (b) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member and (c) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member. Each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Agents, the Lenders and their Related Persons and to disclose to the Agents, the Lenders and their Related Persons all financial statements and other documents and information as they might have and any Agent or any Lender reasonably requests with respect to any Group Member; provided that (i) any such visit or inspection shall be coordinated through the Administrative Agent, (ii) unless an Event of Default shall have occurred and be continuing, only one (1) such visit or inspection during any twelve month period shall be at the cost of the Group Members and (iii) nothing in this Section 7.7 shall require any Group Member to take any action that would violate a confidentiality agreement or waive any attorney-client or similar privilege.

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(b) Within forty-five (45) days after the end of each Fiscal Year (or sixty (60) days in the case of the first Fiscal Year following the Closing Date) of the Borrower, at the request of the Syndication Agent or Required Lenders, hold a meeting (at a mutually agreeable time) by conference call (the costs of such call to be paid by Borrower) with all Lenders who choose to attend such meeting, at which meeting shall be reviewed the financial results of the previous Fiscal Year and the financial condition of the Group Members and the Projections presented for the current Fiscal Year.

Section 7.8 Environmental. Each Group Member shall comply with, and maintain its real property, whether owned, leased, subleased or otherwise operated or occupied, in compliance with, all applicable Environmental Laws (including by implementing any Remedial Action necessary to achieve such compliance or that is required by orders and directives of any Governmental Authority) except for failures to comply or maintain compliance that would not, in the aggregate, have a Material Adverse Effect. Without limiting the foregoing, if an Event of Default relating to Environmental Laws is continuing or if the Syndication Agent at any time has a reasonable basis to believe that there exist violations of Environmental Laws by any Group Member or that there exist any Environmental Liabilities, in each case, that would have, in the aggregate, a Material Adverse Effect, then each Group Member shall, promptly upon receipt of written request from the Syndication Agent, cause the performance of, and allow the Syndication Agent and its Related Persons reasonable access to such real property that is the subject of the violation of Environmental Laws or Environmental Liabilities for the purpose of conducting, such environmental audits and assessments, including subsurface sampling of soil and groundwater, and cause the preparation of such reports, in each case as the Syndication Agent may from time to time reasonably request. Such audits, assessments and reports, to the extent not conducted by the Syndication Agent or any of its Related Persons, shall be conducted and prepared by reputable environmental consulting firms reasonably acceptable to the Syndication Agent and shall be in form and substance reasonably acceptable to the Syndication Agent.

Section 7.9 Use of Proceeds. The proceeds of the Term Loans shall be used solely (i) by the Borrower to pay a portion of the purchase price for the Acquisition and (ii) together with the proceeds of the First Lien Loans made on the Closing Date and the Sponsor PIK Notes, by the Borrower (and, to the extent distributed to them by the Borrower, each other Group Member) (a) to refinance outstanding Indebtedness under the Existing Debt Agreements and (b) to pay transaction costs, fees and expenses in connection with the Acquisition Agreement, the Loan Documents and the Related Transactions.

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Section 7.10 Additional Collateral and Guaranties. To the extent not delivered to the Agents on or before the Closing Date (including in respect of after-acquired property and Persons that become Subsidiaries of any Loan Party after the Closing Date), each Group Member shall, promptly, do each of the following, unless otherwise agreed by the Syndication Agent:

(a) deliver to each Agent such modifications to the terms of the Loan Documents (or, to the extent applicable as determined by any Agent, such other documents), in each case in form and substance reasonably satisfactory to the Syndication Agent and as the Syndication Agent deems necessary or advisable in order to ensure the following:

(i) each Subsidiary of any Loan Party that is not an Excluded Foreign Subsidiary shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and

(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in all of its property that constitutes Collateral, including all of the Stock and Stock Equivalents and other Securities it owns, as security for the Obligations of such Loan Party;

provided, however, that notwithstanding any other provision in any Loan Document, unless the Borrower and the Syndication Agent otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary or (z) a security interest be required to be granted on, or a pledge required to be given of, any property of any Excluded Foreign Subsidiary or any Excluded Assets as security for any Obligation;

(b) deliver to the First Lien Agent (if prior to the First Lien Termination Date) or the Administrative Agent (if otherwise) all certificates representing Securities for corporations (and to the extent any limited liability company or limited partnership has “opted into” Article 8 of the UCC pursuant to Section 8-103 of the UCC, for such limited liability company or limited partnership) pledged pursuant to the Guaranty and Security Agreement and delivered pursuant to clause (a) above, together with undated powers or endorsements duly executed in blank;

(c) upon request of the Syndication Agent or the Administrative Agent, deliver to each Agent (x) an appraisal complying with FIRREA, (y) within forty-five days after receipt of notice from any Agent that Material Real Property owned by the Loan Parties is located in a Special Flood Hazard Area, Federal Flood Insurance as required by Section 7.5, and (z) a Mortgage on any Material Real Property owned by any Loan Party, together with all necessary or advisable Mortgage Supporting Documents relating thereto (or, if such real property is located in a jurisdiction outside the United States, similar documents deemed appropriate by the Syndication Agent to obtain the equivalent in such jurisdiction of a first-priority mortgage on such real property);

(d) to take all other actions necessary or advisable to ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Syndication Agent), including the filing of UCC financing statements in such jurisdictions as may be required by the Loan Documents or applicable Requirements of Law or as any Agent may otherwise reasonably request; and

(e) deliver to each Agent customary and favorable legal opinions relating to the matters described in this Section 7.10, which opinions shall be as reasonably required by, and in form and substance and from counsel reasonably satisfactory to, the Syndication Agent.

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Section 7.11 Deposit Accounts; Securities Accounts and Cash Collateral Accounts. (a) Each Loan Party shall, within ninety (90) days after the Closing Date (or such later date or dates as may be agreed by (i) if prior to the First Lien Termination Date, the First Lien Agent in its sole discretion or (ii) if otherwise, the Syndication Agent in its sole discretion), (i) deposit all of its cash in deposit accounts that are Controlled Deposit Accounts, provided, however, that each Loan Party may maintain zero-balance accounts and may maintain payroll, health-savings accounts, worker’s compensation accounts, withholding tax and other fiduciary accounts that are not subject to control agreements, and (ii) deposit all of its Cash Equivalents in securities accounts that are Controlled Securities Accounts, in each case except for cash and Cash Equivalents the aggregate value of which does not exceed $250,000 at any time; provided, further, that the Loan Parties shall use commercially reasonable efforts to deposit all cash and Cash Equivalents in Controlled Deposit Accounts and Controlled Securities Accounts to the extent set forth above as of the Closing Date and provided however, that if any Loan Party opens any account after the Closing Date that would be required to be subject to a Control Agreement pursuant to the foregoing provisions of this Section 7.11(a), such Loan Party shall have a period of fifteen (15) Business Days after the date such account is opened (or such later date or dates as may be agreed by (i) if prior to the First Lien Termination Date, the First Lien Agent in its sole discretion or (ii) if otherwise, the Syndication Agent in its sole discretion) to comply with the provisions of this Section 7.11(a) with respect to such newly opened account.

(b) The Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any investment or income of any funds in any Cash Collateral Account. From time to time after funds are deposited in any Cash Collateral Account, subject to the Intercreditor Agreement, the Administrative Agent may apply funds then held in such Cash Collateral Account to the payment of Obligations in accordance with Section 2.12. No Loan Party and no Person claiming on behalf of or through any Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the payment in full of all Obligations, except as permitted by the Administrative Agent (as directed by the Syndication Agent).

Section 7.12 Interest Rate Contracts. The Borrower shall, within ninety (90) days after the Closing Date (or such later date as the Syndication Agent may approve in its sole discretion), enter into and thereafter maintain Interest Rate Contracts on terms and with counterparties reasonably satisfactory to the Syndication Agent, to provide protection against fluctuation of interest rates for not less than a one-year initial term for a notional amount that, when added to the aggregate principal amount of Consolidated long-term floating rate Indebtedness of the Borrower (calculated exclusive of Indebtedness under the Revolving Credit Facility (as defined in the First Lien Credit Agreement), the Sponsor PIK Notes and Indebtedness bearing interest at a fixed rate) equals at least 50% of the aggregate principal amount of the Consolidated long-term floating rate Indebtedness of the Borrower (calculated exclusive of Indebtedness under the Revolving Credit Facility (as defined in the First Lien Credit Agreement), the Sponsor PIK Notes and Indebtedness bearing interest at a fixed rate); provided that such Interest Rate Contracts shall be renewed annually, or the Borrower shall otherwise cause such Interest Rate Contracts to remain in place, for three consecutive years following the ninetieth (90^th) day following the Closing Date.

Section 7.13 Landlord and Mortgagee Agreements. Borrower shall use commercially reasonable efforts for one hundred twenty (120) days following the Closing Date to obtain a landlord’s agreement or mortgagee agreement, as applicable, from the lessors or mortgagees of the locations of the headquarters of the Borrower, which agreements shall contain a waiver or subordination of all Liens or claims that such landlord or mortgagee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Syndication Agent and the Administrative Agent; provided, that (a) the Borrower shall use commercially reasonable efforts to obtain such landlord’s agreements or mortgagee agreements on or prior to the Closing Date and (b) no landlord’s agreement or mortgagee agreement with respect to the premises at 1166 Avenue of the Americas, 10th floor, New York, NY 10036 shall be required if the related lease is terminated and the premises are vacated within ninety (90) days following the Closing Date.

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Section 7.14 Credit Rating. The Borrower shall at all times use its commercially reasonable efforts to cause to be maintained (a) a corporate credit rating by S&P and a corporate family rating by Moody’s and (b) a credit rating by each of Moody’s and S&P with respect to the Term Loans (collectively, the “Credit Ratings”).

Section 7.15 Post-Closing. The Borrower shall, no later than sixty (60) days following the Closing Date (or such later date or dates as may be agreed by the Syndication Agent in its sole discretion), deliver (or cause to be delivered) to the Administrative Agent (with a copy to the Syndication Agent) such endorsements as may be required to comply with Section 7.5 with respect to the insurance of the Loan Parties as of the Closing Date.

ARTICLE 8
NEGATIVE COVENANTS

The Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders and the Agents to each of the following, as long as any Obligation (other than unasserted contingent indemnification obligations and any unasserted expense reimbursement obligations) or any Commitment remains outstanding:

Section 8.1 Indebtedness. No Group Member shall, directly or indirectly, incur or otherwise remain liable with respect to or responsible for, any Indebtedness except for the following:

(a) the Obligations;

(b) Indebtedness (including Guaranty Obligations) existing on the date hereof and set forth on Schedule 8.1, together with any Permitted Refinancing of any Indebtedness permitted hereunder in reliance upon this clause (b);

(c) Indebtedness consisting of Capitalized Lease Obligations (other than with respect to a lease entered into as part of a Sale and Leaseback Transaction) and purchase money Indebtedness, in each case incurred by any Group Member to finance the acquisition, repair, improvement, replacement or construction of fixed or capital assets of such Group Member, together with any Permitted Refinancing of any Indebtedness permitted hereunder in reliance upon this clause (c); provided, however, that (i) the aggregate outstanding principal amount of all such Indebtedness, together with any Indebtedness consisting of Capitalized Lease Obligations permitted hereunder in reliance upon clause (b) above, does not exceed $16,500,000 at any time and (ii) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed, whether directly or through a Permitted Refinancing, with such Indebtedness (each measured at the time such acquisition, repair, improvement or construction is made);

(d) Capitalized Lease Obligations arising under Sale and Leaseback Transactions permitted hereunder in reliance upon Section 8.4(b)(ii);

(e) intercompany loans owing to any Group Member and constituting Permitted Investments of such Group Member;

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(f) (i) obligations under Interest Rate Contracts entered into to comply with Section 7.12 and (ii) obligations under other non-speculative Hedging Agreements entered into for the sole purpose of hedging in the normal course of business and consistent with industry practices;

(g) Guaranty Obligations of any Group Member with respect to Indebtedness permitted hereunder of any Group Member (other than Indebtedness permitted hereunder in reliance upon clause (b) or (c) above, for which Guaranty Obligations may be permitted to the extent set forth in such clauses);

(h) Indebtedness of the Borrower owing under the First Lien Loan Documents; provided, however, that the aggregate amount of all such Indebtedness shall not exceed the Maximum First Lien Amount (as defined in the Intercreditor Agreement) at any time;

(i) Indebtedness of the Borrower owing under the Sponsor PIK Notes; provided, however, that the aggregate outstanding principal amount of all such Indebtedness shall not exceed $30,000,000 at any time (plus the amount of capitalized interest thereon);

(j) any other Indebtedness of any Group Member; provided, however, that the aggregate outstanding principal amount of all such other Indebtedness shall not exceed $5,500,000 at any time, no more than $2,750,000 of which may be secured;

(k) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business;

(l) unsecured Indebtedness representing deferred compensation to employees of the Borrower and its Subsidiaries incurred in the ordinary course of business;

(m) unsecured Indebtedness to current or former officers, directors, managers, consultants and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Stock (or Stock Equivalents) of the Borrower (or any direct or indirect parent thereof) permitted by Section 8.5 in an aggregate amount not to exceed $1,100,000;

(n) Indebtedness incurred by the Group Members in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Sale, in each case to the extent constituting indemnification obligations (which shall be limited to the amount of the applicable sales price) or obligations in respect of purchase price adjustments (including earn-outs), in an amount not to exceed, in the aggregate with all Permitted Acquisitions consummated on or prior to the applicable date of determination, $55,000,000;

(o) cash management obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business and any Guaranty Obligations of a Loan Party’s obligations in respect thereof;

(p) Indebtedness incurred by the Group Members in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims, in each case, in the ordinary course of business;

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(q) Permitted Refinancing of any Indebtedness permitted hereunder (subject to any restrictions contained in the provision hereof authorizing incurrence of the Indebtedness subject to such Permitted Refinancing, and provided that such Permitted Refinancing shall meet all requirements of this Agreement applicable to the Indebtedness subject to such Permitted Refinancing);

(r) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Group Members or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business; and

(s) unsecured Indebtedness in connection with any Permitted Acquisition (exclusive of the amounts described in clause (n) above) assumed or incurred by the Borrower in an aggregate amount not to exceed $11,000,000; provided that, (i) the Group Members would be in compliance (on a Pro Forma Basis after giving effect to the assumption or incurrence of such Indebtedness and any other Indebtedness incurrence, Indebtedness retirement, acquisition, disposition and other appropriate Pro Forma adjustment events, including any Indebtedness incurrence or retirement subsequent to the end of the applicable test period and on or prior to the date of such incurrence or assumption) with the financial covenants recomputed as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (in the case of the fourth Fiscal Quarter) for which Financial Statements have been or were required to be delivered pursuant to Section 6.1 and (ii) with respect to assumed Indebtedness, such Indebtedness (A) is and remains the obligation solely of the Person or Persons that are the Proposed Acquisition Target of the relevant Permitted Acquisition and (B) exists prior to the assumption of such Indebtedness and was not incurred in contemplation thereof.

Section 8.2 Liens. No Group Member shall incur, maintain or otherwise suffer to exist any Lien upon or with respect to any of its property, whether now owned or hereafter acquired, or assign any right to receive income or profits, except for the following:

(a) Liens created pursuant to any Loan Document;

(b) Customary Permitted Liens of Group Members;

(c) Liens existing on the date hereof and set forth on Schedule 8.2 and any replacements thereof secured by the same or substantially similar property (without increase in the amount, or change in any direct or contingent obligor, of the Indebtedness or other obligations secured thereby);

(d) Liens on the property of the Borrower or any of its Subsidiaries securing Indebtedness permitted hereunder in reliance upon Section 8.1(c); provided, however, that (i) such Liens exist prior to the acquisition of, or attach substantially simultaneously with, or within 120 days after, the incurrence of such Indebtedness or the acquisition, repair, replacement, improvement or construction of such property financed, whether directly or through a Permitted Refinancing, by such Indebtedness and (ii) such Liens do not extend to any property of any Group Member other than the property (and proceeds thereof) pursuant to the relevant Capital Lease agreement which are acquired or built, or the improvements or repairs, financed (along with customary security deposits), whether directly or through a Permitted Refinancing, by such Indebtedness, as applicable; provided, that individual financings of equipment provided by one lender and permitted by this Section 8.2(d) may be cross-collateralized to other financings of equipment provided by such lender and permitted by this Section 8.2(d);

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(e) Liens on the property of the Borrower or any of its Subsidiaries securing the Permitted Refinancing of any Indebtedness secured by any Lien on such property permitted hereunder without any change in the property subject to such Liens;

(f) Liens on any property of the Borrower or any of its Subsidiaries securing any of their Indebtedness or their other liabilities; provided, however, that the aggregate outstanding principal amount of all such Indebtedness and other liabilities shall not exceed $2,750,000 at any time; and

(g) the Liens granted on the Indebtedness under the First Lien Loan Documents (and any Permitted Refinancing thereof) to the extent permitted hereunder and under the Intercreditor Agreement.

Section 8.3 Investments. No Group Member shall make or maintain, directly or indirectly, any Investment except for the following:

(a) Investments existing on the date hereof and set forth on Schedule 8.3;

(b) Investments in cash and Cash Equivalents;

(c) (i) endorsements for collection or deposit in the ordinary course of business consistent with past practice, (ii) extensions of trade credit and accounts receivable (other than to Affiliates of the Borrower, except as permitted by Section 8.9) arising or acquired in the ordinary course of business and (iii) Investments received in settlements in the ordinary course of business of such extensions of trade credit;

(d) Investments made as part of a Permitted Acquisition or Investments made pursuant to the terms and conditions of the Acquisition Agreement;

(e) Investments by (i) any Loan Party in any other Loan Party, (ii) any Group Member that is not a Loan Party in any Group Member or in any Joint Venture or (iii) any Loan Party in any Group Member that is not a Loan Party or in any Joint Venture; provided, however, that the aggregate outstanding amount of all Investments permitted pursuant to this clause (iii) shall not exceed $5,500,000 at any time; and provided, further, that any Investment consisting of loans or advances to any Loan Party shall be subordinated in full to the payment of the Obligations of such Loan Party on terms and conditions provided in Section 8.13 of the Guaranty and Security Agreement or as set forth on Exhibit J, as applicable, or otherwise satisfactory to the Syndication Agent;

(f) loans or advances to employees, officers and directors of the Borrower or any of its Subsidiaries to finance travel, entertainment and relocation expenses and other ordinary business purposes; provided, however, that the aggregate outstanding principal amount of all loans and advances permitted pursuant to this clause (f) shall not exceed $2,250,000 at any time;

(g) any Investment by the Borrower or any of its Subsidiaries; provided, however, that the aggregate outstanding amount of all such Investments made pursuant to this clause (g), together with all Investments made pursuant to clause (e)(iii) of this Section 8.3, shall not exceed $11,000,000 at any time;

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(h) Interest Rate Contracts and Hedging Agreements permitted under Section 8.1(g) (including Investments in respect of Collateral or other amounts posted to a Group Member in connection with such permitted Hedging Agreements);

(i) non-cash loans or advances to employees, officers and directors of the Borrower or any of its Subsidiaries in connection with such Person’s purchase of Stock of the Borrower;

(j) Investments (including debt obligations and Stock) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment;

(k) advances of payroll payments to employees in the ordinary course of business;

(l) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit;

(m) Guaranty Obligations in respect of leases of Group Members (other than Capital Leases or Synthetic Leases) that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(n) Investments made by any Group Member as a result of (or in order to effect, in the case of clause (ii)) (i) consideration received in connection with a Sale permitted by Section 8.4 (other than Section 8.4(a)(vi) and subject to limitations, if applicable, pursuant to Section 8.4 on the type of consideration so received) or (ii) transactions permitted under Section 8.7; and

(o) any other Investment by the Borrower or any of its Subsidiaries so long as (i) no Event of Default is continuing or would result therefrom and (ii) at the time of any such Investment, and after giving effect thereto, the Consolidated Leverage Ratio is less than 2.00:1:00 as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (in the case of the fourth Fiscal Quarter) for which Financial Statements have been or were required to be delivered pursuant to Section 6.1; provided that the aggregate amount of Investments made under this Section 8.3(o) shall not exceed the Available Amount as of the date each such Investment is made.

Section 8.4 Asset Sales. No Group Member shall Sell any of its property (other than cash) or issue shares of its own Stock, except for the following:

(a) (i) Sales of Cash Equivalents, (ii) Sales of inventory or property that has become obsolete or worn out in the ordinary course of business, (iii) licenses or sublicenses of Intellectual Property in the ordinary course of business, (iv) Sales of inventory and goods held for sale in the ordinary course of business, (v) Sales or discounts of delinquent accounts receivable in the ordinary course of business, (vi) the incurrence of Liens permitted by Section 8.2, the making of Investments permitted by Section 8.3 and the consummation of any merger, consolidation or amalgamation permitted by Section 8.7 and (vii) Sales of non-core assets acquired in connection with a Permitted Acquisition consummated after the date hereof in an aggregate amount not to exceed $2,750,000;

(b) (i) a true lease or sublease of real property not constituting Indebtedness and not entered into as part of a Sale and Leaseback Transaction and (ii) a Sale of property pursuant to a Sale and Leaseback Transaction; provided, however, that the aggregate fair market value (measured at the time of the applicable Sale) of all property covered by any outstanding Sale and Leaseback Transaction consummated at any time after the Closing Date shall not exceed $5,500,000;

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(c) (i) any Sale of any property (other than their own Stock or Stock Equivalents) by any Group Member to any other Group Member to the extent any resulting Investment constitutes a Permitted Investment, (ii) any Restricted Payment by any Group Member permitted pursuant to Section 8.5 and (iii) any distribution by the Borrower of the proceeds of Restricted Payments from any other Group Member to the extent permitted in Section 8.5;

(d) (i) any Sale or issuance by the Borrower of its own Stock, (ii) any Sale or issuance by any Subsidiary of the Borrower of its own Stock to any Group Member, provided, however, that the proportion of such Stock and of each class of such Stock (both on an outstanding and fully-diluted basis) held by the Loan Parties, taken as a whole, does not change as a result of such Sale or issuance and (iii) to the extent necessary to satisfy any Requirement of Law in the jurisdiction of incorporation of any Subsidiary of the Borrower, any Sale or issuance by such Subsidiary of its own Stock constituting directors’ qualifying shares or nominal holdings;

(e) as long as no Default is continuing or would result therefrom, any Sale of property (other than as part of a Sale and Leaseback Transaction or any Sale or issuance of its own Stock) of any Group Member for fair market value payable in cash upon such Sale; provided, however, that the aggregate consideration received during any Fiscal Year for all such Sales shall not exceed $27,500,000;

(f) Sales of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business;

(g) Sales of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Sales are promptly applied to the purchase price of replacement property, in each case, in the ordinary course of business;

(h) Sales of property among the Loan Parties;

(i) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any Intellectual Property not otherwise in violation of the Loan Documents; and

(j) the unwinding of any Hedging Agreement so long as (i) no Event of Default is continuing or would result therefrom and (ii) at the time of any such unwinding, and after giving effect thereto, the Consolidated Leverage Ratio is less than 2.00:1.00 as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (in the case of the fourth Fiscal Quarter) for which Financial Statements have been or were required to be delivered pursuant to Section 6.1, unless the Loan Party party to the Hedging Agreement does not make a cash payment in connection with the unwinding thereof.

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Section 8.5 Restricted Payments. No Group Member shall, directly or indirectly, pay or make any Restricted Payment except for the following:

(a) (i) Restricted Payments (A) by any Group Member that is a Loan Party to any Loan Party and (B) by any Group Member that is not a Loan Party to any Group Member and (ii) dividends and distributions by any Subsidiary of the Borrower that is not a Loan Party to any holder of its Stock, to the extent made to all such holders ratably according to their ownership interests in such Stock;

(b) dividends and distributions declared and paid on the common Stock or Qualified Stock of any Group Member ratably to the holders of such common Stock and payable only in common Stock or Qualified Stock of such Group Member;

(c) the redemption, purchase or other acquisition or retirement for value by the Borrower of its common Stock (or Stock Equivalents with respect to its common Stock) (i) from any present or former employee, director or officer (or the assigns, estate, heirs or current or former spouses thereof) of any Group Member upon the death, disability, retirement or termination of employment of such employee, director or officer; provided, however, that (A) the amount of such Restricted Payments paid in any Fiscal Year in reliance upon this clause (i) shall not exceed $2,250,000 in the aggregate and (B) no action that would otherwise be permitted hereunder in reliance upon this clause (i) shall be permitted if a Default is then continuing or would result therefrom, or (ii) to make cashless redemptions and cashless repurchases of Stock and Stock Equivalents of the Borrower and its Subsidiaries held by officers, directors or employees (or their assigns, estate, heirs, transferees or current or former spouses) in order to satisfy, in whole or in part, withholding tax requirements or exercise price requirements pursuant to a restricted stock agreement or a cashless exercise option in connection with the exercise of warrants, options or other rights in accordance with the provisions of a warrant, option or other rights plan or program of the foregoing Persons;

(d) payments of cash, dividends, distributions, advances or other Restricted Payments by the Borrower or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion or exchange of Stock of any such Person; and

(e) without duplication of any other clauses of this Section 8.5, so long as (i) no Event of Default is continuing or would result therefrom and (ii) at the time of any such Restricted Payment, and after giving effect thereto, the Consolidated Leverage Ratio is less than 2.00:1:00 as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (in the case of the fourth Fiscal Quarter) for which Financial Statements have been or were required to be delivered pursuant to Section 6.1, other Restricted Payments that in the aggregate do not exceed the Available Amount as of the date such Restricted Payments are made.

Section 8.6 Prepayment of Indebtedness. No Group Member shall (w) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness, (x) set apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, (y) make any payment in violation of any subordination terms of any Indebtedness or (z) make any payment in respect of the Sponsor PIK Notes or any other Subordinated Debt; provided, however, that each Group Member may, to the extent otherwise permitted by the Loan Documents, do each of the following:

(a) (i) prepay the Obligations, (ii) consummate a Permitted Refinancing of any Indebtedness other than the Sponsor PIK Notes, (iii) prepay in full on the Closing Date Indebtedness owing under the Existing Debt Agreements and (iv) terminate or unwind a Hedging Agreement to the extent permitted under Section 8.4(j);

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(b) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or set apart any property for such purpose) (i) in the case of any Group Member that is not a Loan Party, any Indebtedness owing by such Group Member to any other Group Member, (ii) otherwise, any Indebtedness owing to any Loan Party, (iii) Indebtedness owing under the First Lien Loan Documents and (iv) so long as no Event of Default is continuing or would result therefrom, any mandatory prepayments of Indebtedness incurred under clauses (b), (c), (d) and (k) of Section 8.1 and any Permitted Refinancing thereof;

(c) with respect to Indebtedness other than the Sponsor PIK Notes, make regularly scheduled or otherwise required repayments or redemptions of such Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower) but only, in the case of Subordinated Debt, to the extent permitted by the subordination provisions thereof;

(d) convert (or exchange) any Indebtedness to (or for) Qualified Stock of the Borrower; and

(e) so long as (i) no Event of Default is continuing or would result therefrom and (ii) at the time of any such prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, and after giving effect thereto, the Consolidated Leverage Ratio is less than 2.00:1:00 as of the last day of the most recently ended Fiscal Quarter or Fiscal Year (in the case of the fourth Fiscal Quarter) for which Financial Statements have been or were required to be delivered pursuant to Section 6.1, make prepayments, redemptions, purchases, defeasance or other satisfaction of Indebtedness other than the Sponsor PIK Notes or any Subordinated Debt.

Section 8.7 Fundamental Changes. No Group Member shall merge, consolidate or amalgamate with any Person, in each case except for the following: (a) the merger, consolidation or amalgamation of any Subsidiary of the Borrower into any Loan Party, (b) to consummate the Acquisition, (c) the merger or consolidation of any Group Member that is not a Loan Party into another Group Member that is not a Loan Party and (d) any Group Member (other than the Borrower) may liquidate or dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Group Members; provided that (i) no Event of Default shall result therefrom, (ii) no Change of Control shall result therefrom, (iii) the surviving Person (if such Person is already a Loan Party), or in the case of liquidation or dissolution, the Person who receives the assets of such dissolving or liquidated Subsidiary, shall be a Loan Party, and (iv) such liquidation, dissolution or change in legal form would not reasonably be expected to be materially adverse to the interests of the Lenders, and (v) the merger, consolidation or amalgamation of any Group Member for the sole purpose, and with the sole material effect, of changing its State of organization within the United States (or outside the United States if such entity’s jurisdiction was outside the United States); provided, however, that (A) in the case of any merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the surviving Person and (B) in the case of any merger, consolidation or amalgamation involving any other Loan Party, a Loan Party shall be the surviving corporation and all actions required to maintain the perfection of the Lien of the Administrative Agent on the Stock or property of such Loan Party shall have been made.

Section 8.8 Change in Nature of Business. No Group Member shall carry on any business, operations or activities (whether directly, through a Joint Venture, in connection with a Permitted Acquisition or otherwise) substantially different from the Business carried on by the Borrower and its Subsidiaries at the date hereof and business, operations and activities reasonably related, ancillary or complementary thereto.

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Section 8.9 Transactions with Affiliates. No Group Member shall, except as otherwise expressly permitted herein, enter into any other transaction directly or indirectly with, or for the benefit of, any Affiliate of the Borrower that is not a Loan Party (including Guaranty Obligations with respect to any obligation of any such Affiliate), except for (a) transactions in the ordinary course of business on a basis no less favorable to such Group Member as would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of the Borrower, (b) Restricted Payments made in accordance with Section 8.5, (c) reasonable salaries and other reasonable director or employee compensation (including bonuses and benefits) to, and customary indemnification arrangements with, officers and directors of any Group Member, (d) transactions under the Digital Reseller Agreement and (e) payment of fees to the Sponsors and their Affiliates for consulting services on a basis no less favorable to such Group Member as would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of the Borrower, (f) payment of fees to the Sponsors and their Affiliates for management, monitoring and advisory fees in an aggregate amount in any Fiscal Year not to exceed $550,000; provided that no Event of Default is then continuing, (g) all out-of-pocket reasonable expenses incurred by the Sponsors and their Affiliates in connection with the performance of management, monitoring, advisory or other services with respect to the Group Members, (h) Permitted Investments and issuances and Sales of Stock and Stock Equivalents by the Borrower not constituting a Change of Control and not otherwise prohibited hereunder, (i) arrangements in existence on the Closing Date as set forth on Schedule 8.9, and (j) transactions among Group Members (that are not Loan Parties) and any other Group Members (that are not Loan Parties).

Section 8.10 Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments. No Group Member shall incur or otherwise suffer to exist or become effective or remain liable on or responsible for any Contractual Obligation limiting the ability of (a) any Subsidiary of the Borrower to make Restricted Payments to, or Investments in, or repay Indebtedness or otherwise Sell property to, any Group Member or (b) any Group Member to incur or suffer to exist any Lien upon any Collateral of any Group Member, whether now owned or hereafter acquired, securing any of its Obligations (including any “equal and ratable” clause and any similar Contractual Obligation requiring, when a Lien is granted on any property, another Lien to be granted on such property or any other property), except, for each of clauses (a) and (b) above, (i) pursuant to the Loan Documents and the First Lien Loan Documents (and any Permitted Refinancing thereof permitted pursuant to the Intercreditor Agreement), (ii) limitations on Liens (other than those securing any Obligation) on any property whose acquisition, repair, improvement or construction is financed by purchase money Indebtedness, Capitalized Lease Obligations or Permitted Refinancings permitted hereunder in reliance upon Section 8.1(b), (iii) pursuant to Contractual Obligations with respect to Indebtedness that exist on the Closing Date and (to the extent not otherwise permitted by this Section 8.10) are listed on Schedule 8.10 hereto and any Permitted Refinancing Indebtedness with respect thereto, (iv) customary restrictions on granting liens in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate solely to the assets subject thereto, (v) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (vi) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (vii) restrictions in connection with cash or other deposits permitted under Section 8.2, (viii) related to any Sale permitted by Section 8.4 applicable pending such Disposition solely to the assets subject to such Disposition and (ix) prohibitions and limitations that exist pursuant to applicable Requirements of Law.

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Section 8.11 Modification of Certain Documents. No Group Member shall do any of the following:

(a) waive or otherwise modify any term of any Related Document (other than any First Lien Loan Document, the Sponsor PIK Notes or the terms of any Subordinated Debt) or any Constituent Document of, or otherwise change the capital structure of, any Group Member (including the terms of any of their outstanding Stock or Stock Equivalents), in each case except for those modifications and waivers that (x) do not elect, or permit the election, to treat the Stock or Stock Equivalents of any limited liability company (or similar entity) as certificated and (y) do not materially and adversely affect the rights and privileges of any Group Member and do not materially and adversely affect the interests of any Secured Party under the Loan Documents or in the Collateral;

(b) waive or otherwise modify any term of (i) any First Lien Loan Document if such waiver or modification is prohibited by the Intercreditor Agreement or (ii) any Subordinated Debt (including the Sponsor PIK Notes) if the effect thereof on such Subordinated Debt is to (A) increase the interest rate, (B) change the due dates for principal or interest, other than to extend such dates, (C) modify any default or event of default, other than to delete it or make it less restrictive, (D) add any covenant with respect thereto, (E) modify any subordination provision, (F) modify any redemption or prepayment provision, other than to extend the dates therefor or to reduce the premiums payable in connection therewith or (G) materially increase any obligation of any Group Member or confer additional material rights to the holder of such Indebtedness in a manner adverse to any Group Member or any Secured Party; or

(c) permit the Obligations to cease qualifying as “Designated Senior Debt” or “Senior Debt” as defined in the Sponsor PIK Notes.

Section 8.12 Accounting Changes; Fiscal Year. No Group Member shall change its (a) accounting treatment or reporting practices, except as required by GAAP or any Requirement of Law, or (b) its fiscal year or its method for determining Fiscal Quarters or Fiscal Months.

Section 8.13 Margin Regulations. No Group Member shall use all or any portion of the proceeds of any credit extended hereunder to purchase or carry margin stock (within the meaning of Regulation U of the Federal Reserve Board) in contravention of Regulation U of the Federal Reserve Board.

Section 8.14 Compliance with ERISA. No ERISA Affiliate shall cause or suffer to exist (a) any event that could reasonably be expected to result in the imposition of a Lien with respect to any Title IV Plan or Multiemployer Plan or

(b) any other ERISA Event, that would, in the aggregate, have a Material Adverse Effect. No Group Member shall cause or suffer to exist any event that could reasonably be expected to result in the imposition of a Lien on a Group Member or any material property of a Group Member with respect to any Benefit Plan.

Section 8.15 Hazardous Materials. No Group Member shall cause or suffer to exist any Release of any Hazardous Material at, to or from any real property owned, leased, subleased or otherwise operated or occupied by any Group Member that would violate any Environmental Law, form the basis for any Environmental Liabilities or otherwise adversely affect the value or marketability of any real property (whether or not owned by any Group Member), other than such violations, Environmental Liabilities and effects that would not, in the aggregate, have a Material Adverse Effect.

Section 8.16 Compliance with Anti-Terrorism Laws. No Group Member shall:

(a) directly or indirectly, in connection with the Term Loans, knowingly (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to any Anti-Terrorism Law or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law;

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(b) directly or indirectly, in connection with the Term Loans, knowingly cause or permit any of the funds of such Group Member that are used to repay the Term Loans to be derived from any unlawful activity with the result that the making of the Loans would be in violation of any Anti-Terrorism Law; or

(c) knowingly cause or permit (i) a Sanctioned Person to have any direct or indirect interest in or benefit of any nature whatsoever in the Group Members or (ii) any of the funds or properties of the Group Members that are used to repay the Term Loans to constitute property of, or be beneficially owned directly or indirectly by, a Sanctioned Person.

ARTICLE 9
EVENTS OF DEFAULT

Section 9.1 Definition. Each of the following shall be an Event of Default:

(a) the Borrower shall fail to pay (i) any principal of any Term Loan when the same becomes due and payable or (ii) any interest on any Term Loan, any fee under any Loan Document or any other Obligation (other than those set forth in clause (i) above) and, in the case of this clause (ii), such non-payment continues for a period of five (5) Business Days after the due date therefor; or

(b) any representation, warranty or certification made or deemed made by or on behalf of any Loan Party in any Loan Document or by or on behalf of any Loan Party (or any Responsible Officer thereof) in connection with any Loan Document (including in any document delivered in connection with any Loan Document) shall prove to have been incorrect in any material respect (or in any respect if such representation or warranty is qualified by “material” or “Material Adverse Effect”) when made or deemed made; or

(c) any Loan Party shall fail to comply with (i) any provision of Article 5 (Financial Covenants) (provided that any failure to comply with Article 5 shall be subject to cure to the extent permitted by Section 9.5 prior to such failure to comply with Article 5 constituting an Event of Default hereunder), Section 6.1(a), (b) or (c) (Financial Statements), 6.2(a)(w)(i) (Other Events), 7.1(a) (Maintenance of Corporate Existence), 7.9 (Use of Proceeds), 7.11(a) (Deposit Accounts; Securities Accounts and Cash Collateral Accounts), 7.13 (Landlord and Mortgagee Agreements) or 7.15 (Post-Closing) or Article 8 (Negative Covenants), (ii) any Loan Party shall fail to comply with any provision of Section 6.1(d), (f), (g) or (h) (Financial Statements), and such failure shall remain unremedied for three (3) Business Days after the earlier of (A) the date on which a Responsible Officer of the Borrower becomes aware of such failure and (B) the date on which notice thereof shall have been given to the Borrower by the Administrative Agent, the Syndication Agent or the Required Lenders, (iii) any Loan Party shall fail to comply with any provision in any subclause of Section 6.1 not set forth in clause (i) or (ii) above, and such failure shall remain unremedied for ten (10) days after the earlier of (A) the date on which a Responsible Officer of the Borrower becomes aware of such failure and (B) the date on which notice thereof shall have been given to the Borrower by the Administrative Agent or the Required Lenders or (iv) any other provision of any Loan Document if, in the case of this clause (iv), such failure shall remain unremedied for thirty (30) days after the earlier of (A) the date on which a Responsible Officer of the Borrower becomes aware of such failure and (B) the date on which notice thereof shall have been given to the Borrower by the Administrative Agent or the Required Lenders; or

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(d) (i) any Group Member shall fail to make any payment when due (whether due because of scheduled maturity, required prepayment provisions, acceleration, demand or otherwise) on any Indebtedness of any Group Member (other than the Obligations and the Indebtedness under the First Lien Loan Documents) and, in each case, such failure relates to the Sponsor PIK Notes or other Indebtedness having a principal amount of $5,500,000 or more, (ii) any other event shall occur or condition shall exist under any Contractual Obligation (other than the First Lien Loan Documents) relating to any such Indebtedness (other than, with respect to Contractual Obligations consisting of Hedging Agreements, termination events or equivalent events pursuant to the terms of such Hedging Agreements that are not the result of any default or breach thereunder by any Loan Party), if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness, (iii) any such Indebtedness (other than Indebtedness under the First Lien Loan Documents) shall become or be declared to be due and payable, or be required to be prepaid, redeemed, defeased or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof or (iv) a First Lien Event of Default exists; provided that a First Lien Event of Default shall constitute an Event of Default under this Section 9.1(d) only if (A) such First Lien Event of Default consists of a failure by any Group Member to make any payment under the First Lien Loan Documents when due (subject to any grace periods provided therefor) (whether due because of scheduled maturity, required prepayment provisions, acceleration, demand or otherwise), (B) the effect of such First Lien Event of Default is to accelerate the maturity of the Indebtedness under the First Lien Loan Documents or (C) a period of 60 days has elapsed from the date on which the Second Lien Agent was given notice by the First Lien Agent or the Borrower of the occurrence of such First Lien Event of Default and such First Lien Event of Default remains uncured and unwaived as at the end of such 60-day period; or

(e) (i) any Group Member shall generally not pay its debts as such debts become due, shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, (ii) any proceeding shall be instituted by or against any Group Member seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, composition of it or its debts or any similar order, in each case under any Requirement of Law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee, conservator, liquidating agent, liquidator, other similar official or other official with similar powers, in each case for it or for any substantial part of its property and, in the case of any such proceedings instituted against (but not by or with the consent of) any Group Member, either such proceedings shall remain undismissed or unstayed for a period of 60 days or more or any action sought in such proceedings shall occur or (iii) any Group Member shall take any corporate or similar action or any other action to authorize any action described in clause (i) or (ii) above; or

(f) one or more judgments, orders or decrees (or other similar process) shall be rendered against any Group Member (i) (A) in the case of money judgments, orders and decrees, involving an aggregate amount (excluding amounts adequately covered by insurance payable to any Group Member, to the extent the relevant insurer has not denied coverage therefor) in excess of $5,500,000 or (B) otherwise, that would have, in the aggregate, a Material Adverse Effect and (ii) (A) enforcement proceedings shall have been commenced by any creditor upon any such judgment, order or decree or (B) such judgment, order or decree shall not have been vacated, bonded, discharged or paid for a period of thirty (30) consecutive days and there shall not be in effect (by reason of a pending appeal or otherwise) any stay of enforcement thereof; or

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(g) except pursuant to a valid, binding and enforceable termination or release permitted under the Loan Documents and executed by the Administrative Agent, the failure by the Administrative Agent to possess collateral, file a financing statement or any similar filing, due to the gross negligence or willful misconduct of the Administrative Agent or the Syndication Agent as determined by a court of competent jurisdiction in a final non-appealable judgment or order or as otherwise expressly permitted under any Loan Document, (i) any provision of any Loan Document shall, at any time after the delivery of such Loan Document, fail to be valid and binding on, or enforceable against, any Loan Party party thereto, (ii) any Loan Document purporting to grant a Lien to secure any Obligation shall, at any time after the delivery of such Loan Document, fail to create a valid and enforceable Lien on any Collateral purported to be covered thereby having a collective value in excess of $2,250,000 (determined based on the greater of book value and fair market value) or such Lien shall fail or cease to be a perfected Lien with the priority required in the relevant Loan Document with respect to any Collateral having a collective value in excess of $2,250,000 (determined based on the greater of book value and fair market value) or (iii) any subordination provision set forth in the Sponsor PIK Notes shall, in whole or in part, terminate or otherwise fail or cease to be, in any material respect, valid and binding on, or enforceable against, the applicable Sponsors or other holder of the Sponsor PIK Notes (or any Sponsor, any Affiliate of the Sponsor or any such holder shall so state in writing) or any Group Member shall state in writing that any of the events described in clause (i), (ii) or (iii) above shall have occurred;

(h) (i) there occurs one or more ERISA Events which have a Material Adverse Effect; or (ii) there occurs an event that reasonably could be expected to result in the imposition of a Lien pursuant to Section 430(k) of the Code or Section 303(k) of ERISA on or with respect to property of a Group Member; or

(i) there shall occur any Change of Control.

Section 9.2 Remedies. During the continuance of any Event of Default but subject to the Intercreditor Agreement, the Administrative Agent may, and, at the request of the Required Lenders, shall, in each case by written notice to the Borrower and in addition to any other right or remedy provided under any Loan Document or by any applicable Requirement of Law, declare immediately due and payable all or part of any Obligation arising under the Loan Documents (including any accrued but unpaid interest thereon), whereupon the same shall become immediately due and payable, without presentment, demand, protest or further notice or other requirements of any kind, all of which are hereby expressly waived by the Borrower (and, to the extent provided in any other Loan Document, the other Loan Parties); provided, however, that, effective immediately upon the occurrence of the Events of Default specified in Section 9.1(e)(ii), each Obligation arising under the Loan Documents (including in each case all accrued but unpaid interest thereon) shall automatically become and be due and payable, without presentment, demand, protest or further notice or other requirement of any kind, all of which are hereby expressly waived by the Borrower (and, to the extent provided in any other Loan Document, any other Loan Party).

Section 9.3 [Reserved].

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Section 9.4 Governmental Approvals. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any foreclosure on, sale, transfer or other disposition of any Collateral or any other action taken in accordance with this Agreement or proposed to be taken hereunder that would affect the operational, voting, or other control of any Loan Party or affect the ownership of the FCC Licenses shall be pursuant to the Communications Laws and, if and to the extent required thereby, subject to the prior consent of the FCC and any other applicable Governmental Authority. Notwithstanding anything to the contrary contained herein, the Administrative Agent and the other Secured Parties shall not take any action pursuant hereto that would constitute or result in any assignment of the FCC Licenses or transfer of control of any Loan Party if such assignment or transfer of control would require, under then existing law (including the Communications Laws), the prior approval of the FCC, without first obtaining such approval of the FCC and notifying the FCC of the consummation of such assignment or transfer of control (to the extent required to do so). During the existence of an Event of Default, each Loan Party agrees to take any reasonable, lawful action which the Syndication Agent or the Administrative Agent (so long as such Agents are acting in conformity with each other; if such Agents are not acting in conformity with each other, then such Loan Parties shall take the action reasonably requested by the Syndication Agent) may reasonably request in order to obtain and enjoy the full rights and benefits granted to the Agents and Lenders by this Agreement, including specifically, after the occurrence and during the continuance of an Event of Default, the use of such Loan Party’s commercially reasonable efforts to assist in obtaining any approval of the FCC and any other Governmental Authority that is then required under the Communications Laws or under any other law for any action or transaction contemplated by this Agreement, including, without limitation, the sale or transfer of Collateral. Such efforts during the existence of an Event of Default shall include, without limitation, sharing with the Agents any FCC registration numbers, account numbers and passwords for the FCC’s electronic databases and preparing, certifying and filing (or causing to be prepared, certified and filed) with the FCC any portion of any application or applications for consent to the assignment of the FCC Licenses or transfer of control of any Loan Party required to be filed under the Communications Laws for approval of any sale or transfer of Collateral and/or the FCC Licenses.

Section 9.5 Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 9.1, in the event of any Event of Default under any covenant set forth in Sections 5.1 or 5.2, any equity contribution in respect of the Stock of the Borrower (in the form of common equity, Qualified Stock or other equity having terms reasonably acceptable to the Syndication Agent) made to the Borrower after the last day of any Fiscal Quarter and on or prior to the day that is ten (10) days after the day on which financial statements are required to be delivered for that Fiscal Quarter (or, in the case of the fourth Fiscal Quarter, for such Fiscal Year) will, at the irrevocable request of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) no Specified Equity Contribution shall be given effect pursuant hereto for any Fiscal Quarter unless, immediately after giving effect to such requested Specified Equity Contribution, there will be at least three (3) Fiscal Quarters in the Relevant Four Fiscal Quarter Period (as defined below) in which no Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause Borrower to be in compliance with the covenants set forth in Sections 5.1 and/or 5.2 hereof and, if applicable, the financial covenants set forth in Sections 5.1 and 5.2 of the First Lien Credit Agreement, (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all purposes under the Loan Documents other than determining compliance with the covenants set forth in Sections 5.1 and 5.2 (including calculating adjusted Consolidated EBITDA for purposes of determining basket levels, pricing and other items governed by reference to Consolidated EBITDA), (d) there shall be no more than two (2) Specified Equity Contributions made in the aggregate after the Closing Date, (e) subject to Section 2.8(f), the proceeds of all Specified Equity Contributions will be promptly applied by the Borrower to prepay amounts outstanding with respect to the Term Loans and (f) any Term Loans prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with any covenant set forth in Sections 5.1 or 5.2 for the current Fiscal Quarter. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” shall mean, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the

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Fiscal Quarter in which Consolidated EBITDA will be increased as a result of such Specified Equity Contribution. In the event the Borrower is in compliance with Sections 5.1 and 5.2 for any applicable period, but has failed to comply with Section 5.1 or 5.2 of the First Lien Credit Agreement for such period, and such failure is cured with a “Specified Equity Contribution” under and as defined in the First Lien Credit Agreement, then such “Specified Equity Contribution” shall constitute a Specified Equity Contribution hereunder and shall be included, subject to the terms hereof, in the calculation of Consolidated EBITDA for the purpose of determining compliance with the financial covenants set forth in Sections 5.1 and 5.2 at the end of such fiscal quarter and any subsequent period that includes such Fiscal Quarter; provided that such exercise of the right to make a “Specified Equity Contribution” under the First Lien Credit Agreement shall not constitute an exercise of the right to make a Specified Equity Contribution hereunder for purposes of clause (d) of the proviso to the preceding sentence.

ARTICLE 10
THE AGENTS

Section 10.1 Appointment and Duties. (a) Appointment. Each Lender hereby appoints Cortland (together with any successor Administrative Agent pursuant to Section 10.9) as the Administrative Agent hereunder and authorizes the Administrative Agent to (i) execute and deliver the Loan Documents and accept delivery thereof on its behalf from any Group Member, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Administrative Agent under such Loan Documents and (iii) exercise such powers as are reasonably incidental thereto. Each Lender hereby appoints Macquarie (together with any successor Syndication Agent pursuant to Section 10.9) as the Syndication Agent hereunder and authorizes the Syndication Agent to (i) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Syndication Agent under such Loan Documents and (ii) exercise such powers as are reasonably incidental thereto.

(b) Duties as Collateral and Disbursing Agent. Without limiting the generality of clause (a) above, the Administrative Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Loan Documents (including in any proceeding described in Section 9.1(e)(ii) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Loan Document to any Secured Party is hereby authorized to make such payment to the Administrative Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 9.1(e)(ii) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Secured Party), (iii) in consultation with the Syndication Agent, act as collateral agent for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) in consultation with the Syndication Agent, manage, supervise and otherwise deal with the Collateral, (v) in consultation with the Syndication Agent, take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to the Administrative Agent and the other Secured Parties with respect to the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise and (vii) execute any amendment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that the Administrative Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for the Administrative Agent and the Lenders for

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purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Loan Party with, and cash and Cash Equivalents held by, such Lender, and may further authorize and direct the Lenders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to the Administrative Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

(c) Limited Duties. Under the Loan Documents, the Administrative Agent (i) is acting solely on behalf of the Lenders (except to the limited extent provided in Section 2.14(b) with respect to the Register), with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Administrative Agent”, the terms “agent”, “administrative agent” and “collateral agent” and similar terms in any Loan Document to refer to the Administrative Agent, which terms are used for title purposes only, (ii) is not assuming any obligation under any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender or any other Secured Party and (iii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document, and each Lender hereby waives and agrees not to assert any claim against the Administrative Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (i) through (iii) above. Under the Loan Documents, the Syndication Agent (i) is not assuming any obligation under any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender or any other Secured Party and (ii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document, and each Lender hereby waives and agrees not to assert any claim against the Syndication Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (i) through (ii) above.

Section 10.2 Binding Effect. Each Lender agrees that (i) any action taken by the Administrative Agent, the Syndication Agent or the Required Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents, (ii) any action taken by the Administrative Agent in reliance upon the instructions of Required Lenders (or, where so required, such greater proportion) and (iii) the exercise by the Administrative Agent, the Syndication Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Parties.

Section 10.3 Use of Discretion. (a) No Action without Instructions. Neither Agent shall be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (i) under any Loan Document or (ii) pursuant to instructions from the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders).

(b) Right Not to Follow Certain Instructions. Notwithstanding clause (a) above, neither Agent shall be required to take, or to omit to take, any action (i) unless, upon demand, such Agent receives an indemnification satisfactory to it from the Lenders (or, to the extent applicable and acceptable to such Agent, any other Secured Party) against all Liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against such Agent or any Related Person thereof or (ii) that is, in the opinion of such Agent or its counsel, contrary to any Loan Document or applicable Requirement of Law.

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Section 10.4 Delegation of Rights and Duties. Each Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact and any other Person (including any Secured Party). Any such Person shall benefit from this Article 10 to the extent provided by such Agent.

Section 10.5 Reliance and Liability. (a) Each Agent may, without incurring any liability hereunder, (i) treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(d), (ii) rely on the Register to the extent set forth in Section 2.14, (iii) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Loan Party) and (iv) rely and act upon any document and information (including those transmitted by Electronic Transmission) and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties.

(b) No Agent and none of its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and each Lender and the Borrower hereby waive and shall not assert (and the Borrower shall cause each other Loan Party to waive and agree not to assert) any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of such Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, each Agent:

(i) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers and directors of such Agent, when acting on behalf of such Agent);

(ii) shall not be responsible to any Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document;

(iii) makes no warranty or representation, and shall not be responsible, to any Secured Party for any statement, document, information, representation or warranty made or furnished by or on behalf of any Related Person or any Loan Party in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect to any Loan Party, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Lenders) omitted to be transmitted by such Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by such Agent in connection with the Loan Documents;

(iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless, in the case of the Administrative Agent, it has received a notice from the Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default” (in which case the Administrative Agent shall promptly give notice of such receipt to all Lenders); and

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(v) shall not have any duty to ascertain or inquire whether any assignment under Section 11.2(b) may be effected without the consent of the Syndication Agent (and the Administrative Agent may follow the direction of the Syndication Agent as to whether any such consent is required);

and, for each of the items set forth in clauses (i) through (iv) above, each Lender and the Borrower hereby waives and agrees not to assert (and the Borrower shall cause each other Loan Party to waive and agree not to assert) any right, claim or cause of action it might have against the Administrative Agent or the Syndication Agent based thereon.

Section 10.6 Agents Individually. The Administrative Agent, the Syndication Agent and their respective Affiliates may make loans and other extensions of credit to, acquire Stock and Stock Equivalents of, and engage in any kind of business with, any Loan Party or Affiliate thereof as though it were not acting as Administrative Agent or Syndication Agent, as applicable, and may receive separate fees and other payments therefor. To the extent the Administrative Agent, the Syndication Agent or any of their respective Affiliates makes any Term Loan or otherwise becomes a Lender hereunder, it shall have and may exercise the same rights and powers hereunder and shall be subject to the same obligations and liabilities as any other Lender and the terms “Lender” and “Required Lender” and any similar terms shall, except where otherwise expressly provided in any Loan Document, include, without limitation, the Administrative Agent, the Syndication Agent or such Affiliate, as the case may be, in its individual capacity as Lender or as one of the Required Lenders, respectively.

Section 10.7 Lender Credit Decision. Each Lender acknowledges that it shall, independently and without reliance upon any Agent or any Lender or any of their Related Persons or upon any document (including the Disclosure Documents) solely or in part because such document was transmitted by such Agent or any of its Related Persons, conduct its own independent investigation of the financial condition and affairs of each Loan Party and make and continue to make its own credit decisions in connection with entering into, and taking or not taking any action under, any Loan Document or with respect to any transaction contemplated in any Loan Document, in each case based on such documents and information as it shall deem appropriate. Except for documents expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lenders, neither Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party that may come in to the possession of such Agent or any of its Related Persons.

Section 10.8 Expenses; Indemnities. (a) Each Lender agrees to reimburse each Agent and each of its Related Persons (to the extent not reimbursed by any Loan Party) promptly upon demand for such Lender’s Pro Rata Share of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Loan Party) that may be incurred by such Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement of, or the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, any Loan Document.

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(b) Each Lender further agrees to indemnify each Agent and each of its Related Persons (to the extent not reimbursed by any Loan Party), from and against such Lender’s aggregate Pro Rata Share of the Liabilities (including to the extent not indemnified pursuant to Section 10.8(c), taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender) that may be imposed on, incurred by or asserted against such Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan Document, any other Related Document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by such Agent or any of its Related Persons under or with respect to any of the foregoing; provided, however, that no Lender shall be liable to any Agent or any of its Related Persons to the extent such liability has resulted primarily and directly from (i) the gross negligence or willful misconduct of such Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order or (ii) any dispute among the Indemnitees other than (x) any claims against the Administrative Agent or the Syndication Agent in its capacity or in fulfilling its role as an administrative agent or a syndication agent or any similar role under the Loan Documents and (y) any claims arising out of any act or omission on the part of the Loan Parties or their Affiliates.

(c) To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If any payment is made to any Lender by the Administrative Agent without the applicable withholding Tax being withheld from such payment and the Administrative Agent has paid over the applicable withholding Tax to the IRS or any other Governmental Authority, or the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason not attributable to the Administrative Agent’s gross negligence or willful misconduct, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. The Administrative Agent may offset against any payment to any Lender under a Loan Document, any applicable withholding Tax that was required to be withheld from any prior payment to such Lender but which was not so withheld, as well as any other amounts for which the Administrative Agent is entitled to indemnification from such Lender under this Section 10.8(c).

(d) Each Lender hereby acknowledges that the provisions of Section 7.14 of the Intercreditor Agreement shall not in any way limit the liability of such Lender to the Administrative Agent under this Section 10.8.

Section 10.9 Resignation of Agents. (a) The Administrative Agent may resign at any time by delivering notice of such resignation to the Lenders, the Syndication Agent and the Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective in accordance with the terms of this Section 10.9(a), and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and the Administrative Agent and signed by the Required Lenders. If the Administrative Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Administrative Agent. If, after thirty (30) days after the

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date of the retiring Administrative Agent’s notice of resignation, no successor Administrative Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent. Each appointment under this clause (a) shall be subject to the prior consent of the Borrower, which may not be unreasonably withheld but shall not be required during the continuance of an Event of Default. Effective immediately upon its resignation or removal, (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations under the Loan Documents, (ii) the Lenders shall assume and perform all of the duties of the Administrative Agent until a successor Administrative Agent shall have accepted a valid appointment hereunder (provided that, until a successor Administrative Agent is so appointed by the Required Lenders or the Administrative Agent, any collateral security held by the Administrative Agent in its role as collateral agent on behalf of the Lenders under any of the Loan Documents shall continue to be held by the retiring or removed Administrative Agent as nominee until such time as a successor Administrative Agent is appointed), (iii) the retiring or removed Administrative Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring or removed Administrative Agent was, or because such Administrative Agent had been, validly acting as Administrative Agent under the Loan Documents, and the provisions of this Article 10 and Sections 11.3 and 11.4 and the other provisions of the Loans Documents referred to in Section 11.18 shall survive the resignation or removal of the Administrative Agent for the benefit of the retiring or removed Administrative Agent with respect to such actions, including any actions taken following such resignation or removal pursuant to clause (iv) below, and (iv) subject to its rights under Section 10.3, the retiring or removed Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Administrative Agent, a successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under the Loan Documents.

(b) The Syndication Agent may resign at any time by delivering notice of such resignation to the Lenders, the Administrative Agent and the Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective in accordance with the terms of this Section 10.9(b). If the Syndication Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Syndication Agent. If, after thirty (30) days after the date of the retiring Syndication Agent’s notice of resignation, no successor Syndication Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Syndication Agent may, on behalf of the Lenders, appoint a successor Syndication Agent. Each appointment under this clause (b) shall be subject to the prior consent of the Borrower, which may not be unreasonably withheld but shall not be required during the continuance of an Event of Default. Effective immediately upon its resignation, (i) the retiring Syndication Agent shall be discharged from its duties and obligations under the Loan Documents, (ii) the Lenders shall assume and perform all of the duties of the Syndication Agent until a successor Syndication Agent shall have accepted a valid appointment hereunder, (iii) the retiring Syndication Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Syndication Agent was, or because such Syndication Agent had been, validly acting as Syndication Agent under the Loan Documents, and the provisions of this Article 10 and Sections 11.3 and 11.4 and the other provisions of the Loans Documents referred to in Section 11.18 shall survive the resignation of the Syndication Agent for the benefit of the retiring Syndication Agent with respect to such actions, including any actions taken following such resignation pursuant to clause (iv) below and (iv) subject to its rights under Section 10.3, the retiring Syndication Agent shall take such action as may be reasonably necessary to assign to the successor Syndication Agent its rights as Syndication Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Syndication Agent, a successor Syndication Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Syndication Agent under the Loan Documents.

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Section 10.10 Release of Collateral or Guarantors. Each Secured Party hereby consents to the automatic release and hereby directs the Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate) the following:

(a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Loan Party if (x) such Subsidiary ceases to be a “Subsidiary” as a result of a transaction permitted hereunder or (y) all of the Securities of such Subsidiary owned by any Group Member are Sold in a Sale permitted under the Loan Documents (including pursuant to a valid waiver or consent), to the extent that, after giving effect to such Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 7.10; and

(b) any Lien held by the Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder in reliance upon Section 8.2(d) or (e) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the Commitments, (B) payment and satisfaction in full of all Term Loans and all other Obligations that the Administrative Agent has been notified (by or on behalf of the holder of such Obligations) in writing are then due and payable (or will be due and payable following notice or expiration of any applicable grace period), (C) deposit of cash collateral with respect to all contingent Obligations, in amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations and (D) to the extent requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance acceptable to the Administrative Agent.

Each Secured Party hereby directs the Administrative Agent, and the Administrative Agent hereby agrees, promptly (but in any event, within three Business Days of receipt of advance notice from the Borrower and documentation prepared to the reasonable satisfaction of the Administrative Agent), to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.

ARTICLE 11
MISCELLANEOUS

Section 11.1 Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document (other than (i) the Fee Letter and the Control Agreements and (ii) as provided in Section 11.2(g) with respect to Affiliated Lenders) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Secured Parties or extending an existing Lien over additional property, by the Administrative Agent (at the direction of the Syndication Agent) and the Borrower, (2) in the case of any other waiver or consent, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and (3) in the case of any other amendment, by the Required Lenders

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(or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, however, that no amendment, consent or waiver described in clause (2) or (3) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, do any of the following:

(i) waive any condition specified in Section 3.1, except any condition referring to any other provision of any Loan Document;

(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;

(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Term Loan owing to such Lender or (B) any fee or accrued interest or premium payable to such Lender; provided, however, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article 5 or in any definition set forth therein or principally used therein;

(iv) waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest or premium on any Term Loan or fee owing to such Lender or for the reduction of such Lender’s Commitment; provided, however, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.8, or to the application of any payment, including as set forth in Section 2.12;

(v) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower;

(vi) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”; or

(vii) amend Section 10.10 (Release of Collateral or Guarantor), Section 11.9 (Sharing of Payments) or this Section 11.1;

and provided, further, that (x) any amendment, waiver or consent to any provision of this Agreement (including Section 2.12 and Section 11.9) that permits the Borrower or any of its Affiliates to purchase Loans on a non-pro rata basis, become an eligible assignee pursuant to Section 11.2 and/or make offers to make optional prepayments on a non-pro rata basis shall require the prior written consent of the Required Lenders rather than the prior written consent of each Lender directly affected thereby, (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, the Administrative Agent (or otherwise modify any provision of Article 10 or the application thereof, as such provision relates to the Administrative Agent), the Syndication Agent (or otherwise modify any provision of Article 10 or the application thereof, as such provision relates to the Syndication Agent) or any SPV that has been granted an option pursuant to Section 11.2(f) unless in writing and signed by the Administrative Agent, the Syndication Agent or such SPV, as the case may be, in addition to any signature otherwise required and (z) the consent of the Borrower shall not be required to change any order of priority set forth in Section 2.12.

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Notwithstanding anything to the contrary contained herein, this Agreement may be amended (or amended and restated) with the written consent of the Administrative Agent, the Syndication Agent, the Required Lenders and the Borrower to add one or more additional credit facilities (including an additional term loan tranche) to this Agreement (it being understood that no Lender shall have any obligation to provide or to commit to provide all or any portion of any such additional credit facility or term loan tranche) and to permit the extensions of credit and the refinancing and/or replacement of the credit facilities from time to time outstanding hereunder and thereunder and the accrued interest and fees in respect hereof and thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees in respect thereof (and, in the case of sharing in prepayments, any such credit facility consisting of term loans shall share ratably with the Term Loans).

(b) Each waiver or consent under any Loan Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Loan Party shall entitle any Loan Party to any notice or demand in the same, similar or other circumstances. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

Section 11.2 Assignments and Participations; Binding Effect. (a) Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower, the Administrative Agent and the Syndication Agent and when the Administrative Agent shall have been notified by each Lender that such Lender has executed it. Thereafter, it shall be binding upon and inure to the benefit of, but only to the benefit of, the Borrower (except for each Section of Article 10 other than Section 10.10), the Administrative Agent, the Syndication Agent and each Lender and each other Indemnitee and Secured Party and, in each case, their respective successors and permitted assigns. Except as expressly provided in any Loan Document (including in Section 10.9), none of the Borrower, the Administrative Agent or the Syndication Agent shall have the right to assign any rights or obligations hereunder or any interest herein.

(b) Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder to (i) any existing Lender (other than (x) a natural Person, (y) the Borrower, the Permitted Investors or any of their respective Affiliates except, in each case, in accordance with clause (g) below and (z) a holder of obligations under any Subordinated Debt or an Affiliate of such holder), (ii) any Affiliate or Approved Fund of any existing Lender (other than (x) a natural Person, (y) the Borrower, the Permitted Investors or any of their respective Affiliates except, in each case, in accordance with clause (g) below and (z) a holder of obligations under any Subordinated Debt or an Affiliate of such holder) or (iii) any other Person (other than (x) a natural Person or (y) the Borrower, the Permitted Investors or any of their respective Affiliates except, in each case, pursuant to clause (g) below) acceptable (which acceptance shall not be unreasonably withheld, conditioned or delayed) to the Syndication Agent and, as long as no Event of Default is continuing, the Borrower (which acceptance shall (i) not be unreasonably withheld, conditioned or delayed and (ii) be deemed to have been given if the Borrower has not responded within five Business Days of a written request for such acceptance); provided that (A) the written consent of the Borrower shall always be required for assignments to Disqualified Competitors and (B) the consent of the Borrower shall not be required in connection with the initial syndication of the Term Loans; provided, however, that the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Term Loans subject to any such Sale

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shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in the Term Loans or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent. The Syndication Agent’s refusal to accept a Sale to a holder of obligations under the First Lien Credit Agreement or any Subordinated Debt or an Affiliate of such a holder (including any such holder that is a Lender), or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. Notwithstanding anything to the contrary contained herein, MIHI LLC shall have the absolute right, without obligation to obtain any consent of the Loan Parties or any Lender, to sell or assign to third parties such portion of MIHI LLC’s Commitments and Term Loans as MIHI LLC deems necessary to enable MIHI LLC and its Affiliates to ensure that they have no attributable stake in the Borrower for purposes of the regulations of the FCC, or any successor agency thereto, or to otherwise comply with FCC regulations.

(c) Procedure. The parties to each Sale made in reliance on clause (b) above (other than those described in clause (e) or (f) below) shall execute and deliver to the Administrative Agent an Assignment via an electronic settlement system designated by the Administrative Agent (or if previously agreed with the Administrative Agent, via a manual execution and delivery of the assignment) evidencing such Sale, together with any existing Note subject to such Sale (or any affidavit of loss therefor (including customary indemnity provisions provided therein) acceptable to the Administrative Agent), any tax forms required to be delivered pursuant to Section 2.17(f) and, unless waived by the Administrative Agent, payment of an assignment fee in the amount of $3,500, provided that (1) if a Sale by a Lender is made to an Affiliate or an Approved Fund of such assigning Lender, then no assignment fee shall be due in connection with such Sale, and (2) if a Sale by a Lender is made to an assignee that is not an Affiliate or Approved Fund of such assignor Lender, and concurrently to one or more Affiliates or Approved Funds of such assignee, then only one assignment fee of $3,500 shall be due in connection with such Sale. Upon receipt of all the foregoing, and conditioned upon such receipt and, if such assignment is made in accordance with Section 11.2(b)(iii), upon the Syndication Agent (and the Borrower, if applicable) consenting to such Assignment, from and after the effective date specified in such Assignment, the Administrative Agent shall record or cause to be recorded in the Register the information contained in such Assignment.

(d) Effectiveness. Subject to the recording of an Assignment by the Administrative Agent in the Register pursuant to Section 2.14(b), (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment, shall have the rights and obligations of a Lender, (ii) any applicable Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the termination of the Commitments and the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto except that each Lender agrees to remain bound by Article 10, Section 11.8 (Right of Setoff) and Section 11.9 (Sharing of Payments).

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(e) Grant of Security Interests. In addition to the other rights provided in this Section 11.2, each Lender may grant a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal, interest or premium on the Term Loans), to (A) any federal reserve bank (pursuant to Regulation A of the Federal Reserve Board) or a central bank or other regulator, without notice to any Agent or (B) any holder of, or trustee for the benefit of the holders of, such Lender’s Securities by notice to the Administrative Agent; provided, however, that no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assignment in accordance with clause (b) above), shall be entitled to any rights of such Lender hereunder and no such Lender shall be relieved of any of its obligations hereunder.

(f) Participants and SPVs. In addition to the other rights provided in this Section 11.2, each Lender may, (x) with notice to the Administrative Agent, grant to an SPV the option to make all or any part of any Term Loan that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Term Loans pursuant thereto shall satisfy the obligation of such Lender to make such Term Loans hereunder) and such SPV may assign to such Lender the right to receive payment with respect to any Obligation and (y) without notice to or consent from the Syndication Agent or the Borrower (except that the written consent of the Borrower shall always be required for participations to Disqualified Competitors), sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Term Loans); provided, however, that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Term Loans hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations, and the rights and obligations of the Loan Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Lender, which shall remain the holder of the Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Sections 2.16 (Breakage Costs; Increased Costs; Capital Requirements) and 2.17 (Taxes), but only to the extent such participant or SPV delivers the tax forms such Lender is required to collect pursuant to Section 2.17(f) and then only to the extent of any amount to which such Lender would be entitled in the absence of any such grant or participation and (B) each such SPV may receive other payments that would otherwise be made to such Lender with respect to Term Loans funded by such SPV to the extent provided in the applicable option agreement and set forth in a notice provided to the Administrative Agent by such SPV and such Lender, provided, however, that in no case (including pursuant to clause (A) or (B) above) shall an SPV or participant have the right to enforce any of the terms of any Loan Document, and (iii) the consent of such SPV or participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except for those described in clauses (iii) and (iv) of Section 11.1(a) with respect to amounts, or dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and, in the case of participants, except for those described in Section 11.1(a)(v) (or amendments, consents and waivers with respect to Section 10.10 to release all or substantially all of the Collateral). No party hereto shall institute (and the Borrower shall cause each other Loan Party not to institute) against any SPV grantee of an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper of such SPV; provided, however, that each Lender having designated an SPV as such agrees to indemnify each Indemnitee against any Liability that may be incurred by, or asserted against, such Indemnitee as a result of failing to institute such proceeding (including a failure to get reimbursed by such SPV for any such Liability). The agreement in the preceding sentence shall survive the termination of the Commitments and the payment in full of the Obligations.

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(g) Assignments to Affiliated Lenders. (i) Notwithstanding anything else to the contrary contained in this Agreement, any Lender may assign all or a portion of its Term Loans to any Affiliated Lender in accordance with Section 11.2(b) and this Section 11.2(g); provided that:

(A) the assigning Lender and Affiliated Lender purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit I hereto (an “Affiliated Lender Assignment”) in lieu of an Assignment;

(B) Non-Debt Fund Affiliates in the aggregate shall not own in excess of 20% of all Term Loans outstanding at any time; and

(C) Affiliated Lenders shall collectively constitute no more than three (3) Lenders.

(ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (i) attend (including by telephone) any meeting or discussions (or portion thereof) among any Agent or any Lender to which representatives of the Loan Parties are not invited, (ii) receive any information or material prepared by any Agent or any Lender or any communication by or among one or more Agents and/or one or more Lenders (and their auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Loan Party or its representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans required to be delivered to Lenders pursuant to Article 2), or (iii) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against any Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of such Agent or any other such Lender under the Loan Documents.

(iii) Notwithstanding anything in Section 11.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required any Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, all Term Loans held by any Non-Debt Fund Affiliate shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders have taken any actions and no Non-Debt Fund Affiliate shall be entitled to vote hereunder in connection with such Term Loans; provided, however, that the commitments of any Non-Debt Fund Affiliate shall not be increased, the due dates for payment of interest and scheduled amortization (including at maturity) owned to any Non-Debt Fund Affiliate will not be extended and the amounts owing to any such Non-Debt Fund Affiliate will not be reduced without the written consent of such Non-Debt Fund Affiliate.

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Additionally, the Loan Parties and each Non-Debt Fund Affiliate hereby agree that if a case under Title 11 of the United States Code is commenced against any Loan Party, such Loan Party shall seek (and each Non-Debt Fund Affiliate shall consent) to provide that the vote of any Non-Debt Fund Affiliate (in its capacity as a Lender) with respect to any plan of reorganization of such Loan Party shall not be counted except that such Non-Debt Fund Affiliate’s vote (in its capacity as a Lender) may be counted to the extent any such plan of reorganization proposes to treat the Obligations held by such Non-Debt Fund Affiliate in a manner that is less favorable in any material respect to such Non-Debt Fund Affiliate than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower. Each Non-Debt Fund Affiliate hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Non-Debt Fund Affiliate’s attorney-in-fact, with full authority in the place and stead of such Non-Debt Fund Affiliate and in the name of such Non-Debt Fund Affiliate (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Non-Debt Fund Affiliate may otherwise have), to vote such Non- Debt Fund Affiliate’s claims in the same proportion, for or against, as votes were cast on each matter by Lenders that are not Affiliated Lenders and take any action and to execute any instrument that the Syndication Agent may deem reasonably necessary to carry out the provisions of this paragraph.

Section 11.3 Costs and Expenses. Any action taken by any Loan Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of any Secured Party, shall be at the expense of such Loan Party, and no Secured Party shall be required under any Loan Document to reimburse any Loan Party or Group Member therefor except as expressly provided therein. In addition, the Borrower agrees to pay or reimburse upon demand (a) the Administrative Agent, the Syndication Agent and the Arranger for all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Related Persons in connection with the investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any Loan Document, any commitment letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein (including periodic audits in accordance with Sections 7.7 and 7.8), in each case including the reasonable and documented fees, charges and disbursements of one primary counsel for the Administrative Agent, one primary counsel for the Syndication Agent and one local counsel in each relevant jurisdiction, one specialty counsel for each relevant specialty and one or more additional counsel if one or more conflicts arise, in each case for the Administrative Agent, the Syndication Agent, the Arranger or such Related Persons, reasonable and documented out-of-pocket fees, costs and expenses incurred in connection with Intralinks^® or any other E-System and reasonable and documented fees, charges and disbursements of the auditors, appraisers, printers and other of their Related Persons retained by or on behalf of any of them or any of their Related Persons, (b) subject to Section 7.7, the Administrative Agent and the Syndication Agent for all reasonable and documented costs and expenses incurred by it or any of its Related Persons in connection with internal audit reviews, field examinations and Collateral examinations (which shall be reimbursed, in addition to the reasonable and documented out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by the Administrative Agent or the Syndication Agent, as applicable, for its examiners) and (c) each of the Administrative Agent, the Syndication Agent, each of their respective Related Persons, and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, (ii) the enforcement or preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action (including preparation for and/or response to any subpoena or request for document production relating thereto) with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Group Member, Loan Document, Obligation or Related Transaction, including reasonable and documented fees and disbursements of one primary counsel to the Administrative Agent, one primary counsel for the Syndication Agent and the Lenders, one local counsel for the Syndication Agent and the Lenders in each relevant jurisdiction, one specialty counsel for the Syndication Agent and the Lenders for each relevant specialty and one or more additional counsel if one or more conflicts of interest arise and one financial advisor engaged by the Syndication Agent (or legal counsel for the Syndication Agent) for itself, the Administrative Agent and the Lenders.

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Section 11.4 Indemnities. (a) The Borrower agrees to indemnify, hold harmless and defend the Administrative Agent, the Syndication Agent, the Arranger, each Lender and each of their respective Related Persons (each such Person being an “Indemnitee”) from and against all Liabilities (including brokerage commissions, fees and other compensation, and limited to, with respect to counsel fees, the reasonable and documented fees, disbursements and other charges of one primary counsel to the Administrative Agent and its Related Persons, one primary counsel for all other Indemnitees, one local counsel for all Indemnitees in each relevant jurisdiction, one specialty counsel for all Indemnitees for each relevant specialty and one or more additional counsel if one or more conflicts of interest arise) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or as a result of (i) any Loan Document, any other Related Document, any Disclosure Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Term Loan, any Related Transaction, or any securities filing of, or with respect to, any Group Member, (ii) any commitment letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Group Member or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including, subject to the limitations set forth above, reasonable and documented attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily and directly from (A) the gross negligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (B) a material breach of any such Indemnitee’s obligations under the Loan Documents, as determined by a court of competent jurisdiction in a final non-appealable judgment or order or (C) any dispute among Indemnitees other than (x) any claims against the Administrative Agent, the Syndication Agent or the Arranger in its capacity or in fulfilling its role as an administrative agent, a syndication agent or an arranger or any similar role under the Loan Documents (other than any claims solely between the Administrative Agent and the Syndication Agent) and (y) any claims arising out of any act or omission on the part of the Loan Parties or their Affiliates. Furthermore, the Borrower waives and agrees not to assert against any Indemnitee, and shall cause each other Loan Party to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person. This Section 11.4(a) shall not apply with respect to Taxes other than any Taxes that represent Liabilities arising from any non-Tax claim.

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(b) Without limiting the foregoing, “Indemnified Matters” includes all Environmental Liabilities imposed on, incurred by or asserted against any Indemnitee, including those arising from, or otherwise involving, any property of any Related Person or any actual, alleged or prospective damage to property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or natural resource or any property on or contiguous to any real property of any Related Person, whether or not, with respect to any such Environmental Liabilities, any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor-in-interest to any Related Person or the owner, lessee or operator of any property of any Related Person through any foreclosure action, in each case except to the extent such Environmental Liabilities (i) resulted from the gross negligence or willful misconduct of any Indemnitee or (ii) (A) are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the successor-in-interest to any Loan Party and (B) are attributable to acts of such Indemnitee.

Section 11.5 Survival. Any indemnification or other protection provided to any Indemnitee pursuant to any Loan Document (including pursuant to Section 2.17 (Taxes), Section 2.16 (Breakage Costs; Increased Costs; Capital Requirements), Article 10 (The Agents), Section 11.3 (Costs and Expenses), Section 11.4 (Indemnities) or this Section 11.5) shall (A) survive the termination of the Commitments and the payment in full of other Obligations and (B) inure to the benefit of any Person that at any time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and permitted assigns.

Section 11.6 Limitation of Liability for Certain Damages. In no event shall any Indemnitee or any other party hereto be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). Each party hereto hereby waives, releases and agrees (and shall cause each of its Affiliates to waive, release and agree) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor; provided, however, that each Indemnitee shall be indemnified, held harmless and defended by the Borrower from and against any such claim for special, indirect, consequential or punitive damages that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or as a result of Indemnified Matters (subject to the limitations related thereto in Section 11.4).

Section 11.7 Lender-Creditor Relationship. The relationship between the Lenders and the Agents, on the one hand, and the Loan Parties, on the other hand, is solely that of lender and creditor. No Secured Party has any fiduciary relationship or duty to any Loan Party arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between the Secured Parties and the Loan Parties by virtue of, any Loan Document or any transaction contemplated therein.

Section 11.8 Right of Setoff. Subject to Section 11.21, each of the Administrative Agent, each Lender and each Affiliate (including each branch office thereof) of any of them is hereby authorized, without notice or demand (each of which is hereby waived by the Borrower), at any time and from time to time during the continuance of any Event of Default and to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and other Indebtedness, claims or other obligations at any time owing by the Administrative Agent, such Lender, or any of their respective Affiliates to or for the credit or the account of the Borrower against any Obligation of any Loan Party now or hereafter existing, whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured. Each of the Administrative Agent and each Lender agrees promptly to notify the Borrower and the Administrative Agent in writing after any such setoff and application made by such Lender or its Affiliates; provided, however, that the failure to give such written notice shall not affect the validity of such setoff and application. The rights under this Section 11.8 are in addition to any other rights and remedies (including other rights of setoff) that the Agents and the Lenders and their Affiliates and other Secured Parties may have.

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Section 11.9 Sharing of Payments, Etc. If any Lender, directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Loan Party (whether voluntary, involuntary or through the exercise of any right of setoff or the receipt of any Collateral or “proceeds” (as defined under the applicable UCC) of Collateral) other than pursuant to Sections 2.16 (Breakage Costs; Increased Costs; Capital Requirements), 2.17 (Taxes), 2.18 (Substitution of Lenders) and 11.2 (Assignments and Participations; Binding Effect) and such payment exceeds the amount such Lender would have been entitled to receive if all payments had gone to, and been distributed by, the Administrative Agent in accordance with the provisions of the Loan Documents, such Lender shall purchase for cash from other Secured Parties such participations in their Obligations as necessary for such Lender to share such excess payment with such Secured Parties to ensure such payment is applied as though it had been received by the Administrative Agent and applied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrower, applied to repay the Obligations in accordance herewith); provided, however, that (a) if such payment is rescinded or otherwise recovered from such Lender in whole or in part, such purchase shall be rescinded and the purchase price therefor shall be returned to such Lender without interest and (b) such Lender shall, to the fullest extent permitted by applicable Requirements of Law, be able to exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Section 11.10 Marshaling; Payments Set Aside. No Secured Party shall be under any obligation to marshal any property in favor of any Loan Party or any other party or against or in payment of any Obligation. To the extent that any Secured Party receives a payment from the Borrower, from the proceeds of the Collateral, from the exercise of its rights of setoff, any enforcement action or otherwise, and such payment is subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not occurred.

Section 11.11 Notices. (a) Addresses. All notices, demands, requests, directions and other communications required or expressly authorized to be made by this Agreement shall, whether or not specified to be in writing but unless otherwise expressly specified to be given by any other means, be given in writing and (i) addressed to (A) if to the Borrower, to 220 West 42^nd St., New York, NY 10036, Attention: Hiram Lazar, Tel: (212) 419-2890, Fax: (646) 285-0174, with copy to Kirkland & Ellis LLP, 333 S. Hope Street, Los Angeles, California 90071, Attention: David Nemecek, Tel: (213) 680-8111, Fax: (213) 808-8107, (B) if to the Administrative Agent, to Cortland Capital Market Services LLC, 225 West Washington Street, Suite 1450, Chicago, Illinois 60606, Attention: Mike Fredian, Tel: (312) 564-5078, Fax: (312) 376-0751, with copy to McGuireWoods LLP, 77 West Wacker Drive, Suite 4100, Chicago, Illinois 60601, Attention: Mark A. Kromkowski, Tel: (312) 849-8170, Fax: (312) 698-4548, (C) if to the Syndication Agent, to Macquarie Capital (USA) Inc., 125 West 55^th Street, New York, New York 10019, Attention: Arvind Admal, Tel: (212) 231-2099, Fax: (212) 231-0629, Attention: David Anekstein, Tel: (212) 231-6187, Fax: (212) 231-0629, with copy to Latham & Watkins LLP, 355 S. Grand Ave., Los Angeles, California 90071, Attention: Stacey Rosenberg, Tel: (213) 891-8554, Fax: (213) 891-8763 and (D) otherwise to the party to be notified at its address specified opposite its name in its administrative questionnaire furnished to the Administrative Agent, on the signature page of any applicable Assignment or at such other address or facsimile number as may be designed by such party in a notice to the other parties, (ii) posted to Intralinks^® (to the extent such system is available and set up by or at the direction of the Administrative Agent prior to posting) in an appropriate location by uploading such notice, demand, request, direction or other communication to www.intralinks.com, faxing it to 866-545-6600 with an appropriate bar-

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coded fax coversheet or using such other means of posting to Intralinks^® as may be available and reasonably acceptable to the Administrative Agent prior to such posting, (iii) posted to any other E-System set up by or at the direction of the Administrative Agent in an appropriate location or (iv) addressed to such other address as shall be notified in writing (A) in the case of the Borrower, the Administrative Agent and the Syndication Agent, to the other parties hereto and (B) in the case of all other parties, to the Borrower, the Administrative Agent and the Syndication Agent. Subject to clause (c) below, transmission by electronic mail (including E-Fax, even if transmitted to the fax numbers set forth in clause (i) above) shall not be sufficient or effective to transmit any such notice under this clause (a) unless such transmission is an available means to post to any E-System.

(b) Effectiveness. Subject to clause (c) below, all communications described in clause (a) above and all other notices, demands, requests and other communications made in connection with this Agreement shall be effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii) if delivered by overnight courier service, one Business Day after delivery to such courier service, (iii) if delivered by mail, when deposited in the mails, (iv) if delivered by facsimile (other than to post to an E-System pursuant to clause (a)(ii) or (a)(iii) above), upon sender’s receipt of confirmation of proper transmission, and (v) if delivered by posting to any E-System, on the later of the date of such posting in an appropriate location and the date access to such posting is given to the recipient thereof in accordance with the standard procedures applicable to such E-System; provided, however, that no communications to any Agent pursuant to Article 2 or Article 10 shall be effective until received by the applicable Agent.

(c) Electronic Delivery. Notwithstanding anything herein to the contrary, documents required to be delivered (i) pursuant to Article 6 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date that is the earlier of the date (A) on which the Borrower sends such documents by electronic mail or by other electronic methods of transmission to the applicable Agent or (B) on which such documents are posted by the Borrower or on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and each Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) and (ii) pursuant to Section 11.2 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date that is the earlier of the date on which the delivering party sends such documents by electronic mail or by other electronic methods of transmission to the Administrative Agent, the Syndication Agent or other recipient party. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Section 11.12 Electronic Transmissions. (a) Authorization. Subject to the provisions of Section 11.11(a) and (c), each of the Administrative Agent, the Syndication Agent, the Borrower, the Lenders and each of their Related Persons is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Loan Document and the transactions contemplated therein. The Borrower and each Secured Party hereby acknowledges and agrees, and the Borrower shall cause each other Group Member to acknowledge and agree, that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions. The posting, completion and/or submission by any Loan Party of any communication pursuant to an E-System shall constitute a representation and warranty by the Loan Parties that any representation, warranty, certification or other similar statement required by the Loan Documents to be provided, given or made by a Loan Party in connection with any such communication is true, correct and complete in all material respects except as expressly noted in such communication or E-System.

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(b) Signatures. Subject to the provisions of Section 11.11(a) and (c), (i) (A) no posting to any E-System shall be denied legal effect merely because it is made electronically, (B) each E-Signature on any such posting shall be deemed sufficient to satisfy any requirement for a “signature” and (C) each such posting shall be deemed sufficient to satisfy any requirement for a “writing”, in each case including pursuant to any Loan Document, any applicable provision of any UCC, the federal Uniform Electronic Transactions Act, the Electronic Signatures in Global and National Commerce Act and any substantive or procedural Requirement of Law governing such subject matter, (ii) each such posting that is not readily capable of bearing either a signature or a reproduction of a signature may be signed, and shall be deemed signed, by attaching to, or logically associating with such posting, an E-Signature, upon which each Secured Party and Loan Party may rely and assume the authenticity thereof, (iii) each such posting containing a signature, a reproduction of a signature or an E-Signature shall, for all intents and purposes, have the same effect and weight as a signed paper original and (iv) each party hereto or beneficiary hereto agrees not to contest the validity or enforceability of any posting on any E-System or E-Signature on any such posting under the provisions of any applicable Requirement of Law requiring certain documents to be in writing or signed; provided, however, that nothing herein shall limit such party’s or beneficiary’s right to contest whether any posting to any E-System or E-Signature has been altered after transmission.

(c) Separate Agreements. All uses of an E-System shall be governed by and subject to, in addition to Section 11.11 and this Section 11.12, separate terms and conditions posted or referenced in such E-System and related Contractual Obligations executed by Secured Parties and Group Members in connection with the use of such E-System.

(d) Limitation of Liability. All E-Systems and Electronic Transmissions shall be provided “as is” and “as available”. None of the Administrative Agent, the Syndication Agent or any of their respective Related Persons warrants the accuracy, adequacy or completeness of any E-Systems or Electronic Transmission, and each disclaims all liability for errors or omissions therein. No warranty of any kind is made by any Agent or any of its Related Persons in connection with any E-Systems or Electronic Transmission, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects. The Borrower and each Secured Party agrees (and the Borrower shall cause each other Loan Party to agree) that no Agent has any responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Electronic Transmission or otherwise required for any E-System.

Section 11.13 Governing Law. This Agreement, each other Loan Document that does not expressly set forth its applicable law, and the rights and obligations of the parties hereto and thereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York without regard to conflict of law principles that would result in the application of any law other than the State of New York.

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Section 11.14 Jurisdiction. (a) Submission to Jurisdiction. Any legal action or proceeding with respect to any Loan Document shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States for the Southern District of New York and, by execution and delivery of this Agreement, each of the parties hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided that nothing in this Agreement shall limit the right of any Agent to commence any proceeding in the federal or state courts of any other jurisdiction to the extent such Agent determines that such action is necessary or appropriate to exercise its rights or remedies under the Loan Documents. The parties hereto (and, to the extent set forth in any other Loan Document, each other Loan Party) hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non-conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.

(b) Service of Process. Each party hereto (and, to the extent set forth in any other Loan Document, each other party thereto) hereby irrevocably waives personal service of any and all legal process, summons, notices and other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States with respect to or otherwise arising out of or in connection with any Loan Document by any means permitted by applicable Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address of each party specified in Section 11.11 (and shall be effective when such mailing shall be effective, as provided therein). Each party hereto (and, to the extent set forth in any other Loan Document, each other party thereto) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) Non-Exclusive Jurisdiction. Nothing contained in this Section 11.14 shall affect the right of any Agent or any Lender to serve process in any other manner permitted by applicable Requirements of Law.

Section 11.15 Waiver of Jury Trial. Each party hereto hereby irrevocably waives trial by jury in any suit, action or proceeding with respect to, or directly or indirectly arising out of, under or in connection with, any Loan Document or the transactions contemplated therein or related thereto (whether founded in contract, tort or any other theory). Each party hereto (A) certifies that no other party and no Related Person of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (B) acknowledges that it and the other parties hereto have been induced to enter into the Loan Documents, as applicable, by the mutual waivers and certifications in this Section 11.15.

Section 11.16 Severability. Any provision of any Loan Document being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of any Loan Document or any part of such provision in any other jurisdiction.

Section 11.17 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

Section 11.18 Entire Agreement. The Loan Documents embody the entire agreement of the parties and supersede all prior agreements and understandings relating to the subject matter thereof and any prior letter of interest, commitment letter, fee letter, confidentiality and similar agreements involving any Loan Party and any Agent or any Lender or any of their respective Affiliates relating to a financing of substantially similar form, purpose or effect; provided, however, that those provisions of the Commitment Letter and Fee Letter that are stated as surviving the execution and delivery of the Loan Documents pursuant to Section 7 of the Commitment Letter and Section 4 of the Fee Letter, shall survive the execution and delivery of the Loan Documents. In the event of any conflict between the terms of this Agreement and any other Loan Document, the terms of this Agreement shall govern (unless such terms of such other Loan Documents are necessary to comply with applicable Requirements of Law, in which case such terms shall govern to the extent necessary to comply therewith).

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Section 11.19 Use of Name. (a) The Borrower agrees, and shall cause each other Loan Party to agree, that it shall not, and none of its Affiliates shall, issue any press release or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering of the Securities of any Loan Party) using the name, logo or otherwise referring to Macquarie or any Lender or of any of their respective Affiliates, the Loan Documents or any transaction contemplated therein to which the Secured Parties are party without at least two (2) Business Days’ prior notice to such Person and without the prior consent of such Person except to the extent required to do so under applicable Requirements of Law and then, only after consulting with such Person prior thereto.

(b) Subject to the immediately succeeding sentence, the Borrower consents to the publication by any Agent or any Lender of any press release, tombstone, advertising or other promotional materials (including, without limitation, via any Electronic Transmission) relating to the financing transactions contemplated by this Agreement using such Group Member’s name, product photographs, logo or trademark. Such Agent or such Lender shall provide a draft of any such press release, advertising or other promotional material to Borrower for review and comment prior to the publication thereof.

Section 11.20 Non-Public Information; Confidentiality. (a) Each Lender acknowledges and agrees that it may receive material non-public information hereunder concerning the Loan Parties and their Affiliates and Securities. The Lenders are aware of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.

(b) Each Lender and each Agent agrees to use all reasonable efforts to maintain, in accordance with its customary practices, the confidentiality of information obtained by it pursuant to any Loan Document and designated in writing by any Loan Party as confidential, except that such information may be disclosed (i) with the Borrower’s written consent, (ii) to Related Persons of such Lender or such Agent, as the case may be, that are advised of the confidential nature of such information and are instructed to keep such information confidential in accordance with the terms hereof, (iii) to the extent such information presently is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 11.20 or (B) available to such Lender or such Agent or any of their Related Persons, as the case may be, from a source (other than any Loan Party or any of its Affiliates) not known to them to be subject to disclosure restrictions, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Governmental Authority, (v) to the extent necessary or customary for inclusion in league table measurements or in any tombstone or other advertising materials (and the Loan Parties consent to the publication of such tombstone or other advertising materials by any Agent, any Lender or any of their Related Persons), (vi) to the National Association of Insurance Commissioners or any similar organization, any examiner or any nationally recognized rating agency or otherwise to the extent consisting of general portfolio information that does not identify Loan Parties, (vii) to current or prospective assignees, SPVs (including the investors or prospective investors therein), grantees of any option described in Section 11.2(f) or participants, direct or contractual counterparties to any Hedging Agreement permitted

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hereunder and to their respective Related Persons, in each case to the extent such assignees, participants, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 11.20 (and such Person may disclose information to their respective Related Persons in accordance with clause (ii) above), (viii) to any other party hereto, and (ix) in connection with the exercise or enforcement of any right or remedy under any Loan Document, in connection with any litigation or other proceeding to which such Lender or such Agent or any of their Related Persons is a party or bound, to the extent necessary to respond to public statements or disclosures by Loan Parties or their Related Persons referring to a Lender or an Agent or any of their Related Persons. In the event of any conflict between the terms of this Section 11.20 and those of any other Contractual Obligation entered into with any Loan Party (whether or not a Loan Document), the terms of this Section 11.20 shall govern. Any Person required to maintain the confidentiality of information as provided in this Section 11.20 shall be considered to have complied with its obligation to do so if such Person has exercised at least the same degree of care to maintain the confidentiality of such Information as such Person accords its own confidential information.

Section 11.21 Actions in Concert. Notwithstanding anything herein or in the other Loan Documents to the contrary, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce its rights against any Loan Party arising out of this Agreement or any other Loan Document (including exercising any rights of setoff) without first obtaining the prior written consent of each Agent or the Required Lenders, it being the intent of the Lenders that any such action to protect or enforce rights under this Agreement and the other Loan Documents shall be taken in concert and at the direction or with the consent of each Agent or the Required Lenders.

Section 11.22 Patriot Act Notice. Each Lender subject to the Patriot Act hereby notifies the Borrower that, pursuant to Section 326 thereof, it is required to obtain, verify and record information that identifies the Borrower, including the name and address of the Borrower and other information allowing such Lender to identify the Borrower in accordance with such act.

Section 11.23 Intercreditor Agreement. EACH LENDER HEREUNDER (I) ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE INTERCREDITOR AGREEMENT, (II) CONSENTS TO THE SUBORDINATION OF LIENS PROVIDED FOR IN THE INTERCREDITOR AGREEMENT, (III) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (IV) AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS ADMINISTRATIVE AGENT AND ON BEHALF OF SUCH LENDER. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE FIRST LIEN LENDERS TO EXTEND CREDIT TO THE BORROWER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS. TO THE EXTENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE TERMS AND PROVISIONS OF THIS AGREEMENT AND THE INTERCREDITOR AGREEMENT, THE INTERCREDITOR AGREEMENT SHALL GOVERN.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

WESTWOOD ONE, INC.,
	AS BORROWER
By:	/s/ Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer
CORTLAND CAPITAL MARKET SERVICES LLC,
	AS ADMINISTRATIVE AGENT
By:	/s/ Jessica J. Mead
	Name:	Jessica J. Mead
	Title:	General Counsel
MACQUARIE CAPITAL (USA) INC.,
	AS SYNDICATION AGENT
By:	/s/ Brian Pope
	Name:	Brian Pope
	Title:	Managing Director
By:	/s/ T. Morgan Edwards II
	Name:	T. Morgan Edwards II
	Title:	Managing Director

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LENDERS:
MIHI LLC
By:	/s/ Andrew Underwood
	Name:	Andrew Underwood
	Title:	Authorized Signatory
By:	/s/ Andy Stock
	Name:	Andy Stock
	Title:	Authorized Signatory

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SCHEDULE 1.1A

Certain EBITDA Adjustments — Broadcast Cash Flow:

Period Ending	Add-Back Amount (000s)*
September 30, 2011	$	23,804
December 31, 2011	$	23,804
March 31, 2012	$	20,494
June 30, 2012	$	15,032
September 30, 2012	$	7,786
December 31, 2012	$	0

* The add-back for Consolidated EBITDA for purposes of the Consolidated Closing Leverage Ratio for clause (b)(xiii) of Consolidated EBITDA shall be $23,804,000.

SCHEDULE 1.1A-1

SCHEDULE 1.1B

Certain EBITDA Adjustments — Non-Broadcast Cash Flow:

Period Ending	Add-Back Amount (000s)*
September 30, 2011	$	1,744,000
December 31, 2011	$	1,744,000
March 31, 2012	$	1,476,000
June 30, 2012	$	1,073,000
September 30, 2012	$	537,000
December 31, 2012	$	0

* The add back for Consolidated EBITDA for purposes of the Consolidated Closing Leverage Ratio for clause (b)(xiv) of Consolidated EBITDA shall be $1,744,000.

SCHEDULE 1.1B-1

SCHEDULE 4.2
Permits, Consents and Notices

None.

SCHEDULE 4.3
Ownership of Group Members

				Number
				and
				Percentage
				of
				Outstanding
				Shares
			Number of	Owned,
		Number of	Outstanding	directly or
	Jurisdiction of	Shares of	Shares as of	indirectly,
	Incorporation or	Authorized	the Closing	by
Name	Organization	Stock	Date	Borrower
Westwood One, Inc.	Delaware	5,000,000,000 Class A Common Stock 35,000,000 Class B Common Stock 200,000 Preferred Stock, of which 20,000 is Series A Preferred Stock	22,637,975 Class A Common Stock 34,237,638 Class B Common Stock 9,691.374 Series A Preferred Stock		N/A
WESTWOOD ONE PROPERTIES, INC.	Delaware	1,000	1,000		100	%
Westwood One Stations — NYC, Inc.	Delaware	1,000	100		100	%
WESTWOOD ONE RADIO, INC.	California	10,000 Common Stock 100,000 Preferred Stock	120 common 0 preferred		100 N/A	%
Westwood One Radio Networks, Inc.	Delaware	1,000	1,000		100	%
Westwood National Radio Corporation	Delaware	1,000	100		100	%
Verge Media Companies, LLC	Delaware	N/A	N/A		100	%
Verge Media Group Holdings, Inc.	Delaware	1,000	100		100	%

				Number
				and
				Percentage
				of
				Outstanding
				Shares
			Number of	Owned,
		Number of	Outstanding	directly or
	Jurisdiction of	Shares of	Shares as of	indirectly,
	Incorporation or	Authorized	the Closing	by
Name	Organization	Stock	Date	Borrower
Verge Media Intermediate Holdings, Inc.	Delaware	1,000	100		100	%
Verge Media, Inc.	Delaware	1,000	100		100	%
Verge Media Solutions, LLC	Delaware	N/A	N/A		100	%
Excelsior Radio Networks, LLC	Delaware	N/A	N/A		100	%
EXBT, LLC	Delaware	N/A	N/A		100	%
Dial Communications Global Media, LLC	Delaware	N/A	N/A		100	%
RDG EXCELSIOR HOLDINGS, LLC	Delaware	N/A	N/A		100	%
Triton Network Group, LLC	Colorado	N/A	N/A		100	%
ExcelsiorTM, Inc.	Delaware	1,000	1,000		100	%
Triton Media Networks, LLC	Colorado	N/A	N/A		100	%
Triton Radio Network Ventures, LLC	Colorado	N/A	N/A		100	%
JPN, LLC	Colorado	N/A	N/A		100	%
Triton Radio Holdings, LLC	Colorado	N/A	N/A		100	%
Triton MediaAmerica, Inc.	New York	100	100		100	%
Triton Radio Networks, LLC	Colorado	N/A	N/A		100	%
American Comedy Network, LLC	Colorado	N/A	N/A		100	%

Stock Equivalents of Group Members (other than Borrower), Subsidiaries of Group Members and Joint Ventures of Any of Them

Stock Equivalents

None.

Subsidiaries and Joint Ventures

			Number and
			Percentage of
			Outstanding
			Shares Owned,
	Jurisdiction of		directly or
Name of Joint	Incorporation or	Number of Shares of	indirectly, by
Venture	Organization	Authorized Stock	Borrower
View 2 Records, LLC	Colorado	N/A		50	%
U.S.A. Biker Nation Radio Programming, LLC	Colorado	N/A		50	%
SRLP, L.P.	Delaware	N/A		~ 15	%
POP Radio LP	Delaware	N/A		20	%

			Number and
			Percentage of
			Outstanding
			Shares Owned,
	Jurisdiction of		directly or
Name of Joint	Incorporation or	Number of Shares of	indirectly, by
Venture	Organization	Authorized Stock	Borrower
Ex-Band Syndications, Inc.	Nevada	25,000,000 Common Stock 300,000 Series A Convertible Preferred Stock	~15% total equity
VoodooVox, Inc.	Delaware	16,000,000 Common Stock 11,465,413 Preferred Stock	Less than 5% total equity
Clancy Productions, LLC	Texas	N/A		25	%

Schedule 4.7

Litigation

None.

Schedule 4.8

Taxes

Verge Media Companies, Inc. is currently undergoing an Internal Revenue Service Audit for tax year 2008. Verge Media Companies, Inc. has been advised by the auditor that he is recommending a no change letter be issued by the Internal Revenue Service. Verge Media Companies, Inc. will be merged to form Verge Media Companies, LLC.

SCHEDULE 4.12

Labor Matters

1. Agreement between Westwood One, Inc. and Local 1200 of the International Brotherhood of Electrical Workers (IBEW) — Washington, D.C.

2. Agreement between the American Federation of Television and Radio Artists (AFTRA) and Westwood One, Inc.- Newscasters

3. Agreement between the American Federation of Television and Radio Artists (AFTRA) and Westwood One, Inc.- News Editors, Sports Audio Journalists, Sports Associate Producers

4. Contract for Staff Announcers by and between Excelsior Radio Networks, LLC and American Federation of Television and Radio Artists dated January 1, 2011

5. Contract for Engineers by and between Excelsior Radio Networks, LLC and American Federation of Television and Radio Artists dated August 1, 2010

SCHEDULE 4.14

Environmental Matters

None.

SCHEDULE 4.16

Real Property

Record Owner	Property
Douglas Emmett 1997, LLC	11812 San Vincente Blvd., 3rd Floor, Los Angeles, CA 90049*
Parkway 233 North Michigan, LLC	233 North Michigan Ave., Chicago, IL 60601*
Holualoa Paragon E & R, LLC an Arizona Limited Liability Company	25070 W. Avenue Stanford, Valencia, CA 91355*
SFX Entertainment, Inc., d/b/a Clear Channel Entertainment	220 W 42nd St., 3rd, 4th & 14th Floor, New York, NY 10036
Stanton Development Corporation	660 Pennsylvania, Ave, Suite 303, Washington, DC 20003
Highlands Square Center, LTD	8500 & 8250 S. Akron Street Suite 103, 201, 202, 203, 204, 205 & 206, Centennial, CO 80112*
BREOF AIP Dallas LP	2002 Academy Lane, Valley View Commerce Center Farmers, TX 75234*
BREOF AIP Dallas LP	2002 Academy Lane, Valley View Commerce Center Farmers, TX 75234 — Warehouse Space*
Selig Real Estate Holdings Fifteen	3131 Elliot Ave, Suite 771 Seattle, WA 98121*
DOLP 1133 Properties, LLC	1133 Avenue of Americas, 13th Floor, New York, NY 10036*
McGhee Holdings, LLC	21 Music Square, Nashville, TN 37203*
Imperial Ave Holdings, LLC	25 Imperial Ave, Westport, CT 06881*

Record Owner	Property
Donna Geraci and Martin Edo	91-93 River Street, Milford, CT 06460*
	295 Main St., Offices 1088B, 1090 & 1092, Buffalo, NY 14203*
	300 Buttermilk Pike, St 334 (1st floor), Ft. Mitchell, KY 41017*
	15303 Ventura Blvd., Suite 1500, Sherman Oaks, CA 91403*
MDC Properties, Inc.	470 3rd Street, Ste #200, 201 & 205, San Francisco, CA 94107*
CBS News, Inc.	2000 M Street, NW, Washington, DC
CBS Broadcasting, Inc.	524 West 57th Street, New York, NY
CBS Broadcasting, Inc.	2020 M Street, N.W., Washington, D.C.
NLC Lindblade	8944 Lindblade Street, Culver City, Los Angeles, CA 90232
NLC Lindblade	8965 Lindblade Street, Culver City, Los Angeles, CA 90232
NLC Lindblade	8935 Lindblade Street, Culver City, Los Angeles, CA 90232
Route 20/20, LLC Paragon Business Center	430 East Genesee Street, Syracuse, NY 13202  25061 W. Avenue Stanford, Suite 130, Valencia, CA
Paragon Business Center	25061 W. Avenue Stanford, Suite 100, Valencia, CA
Marsh & McLennan Companies, Inc.	1166 Avenue of the Americas, 10th Floor, New York, NY 10036
Merit Albuquerque Limited Partnership	1601 Randolph SE, Albuquerque, NM 87106
OTR	1701 Directors Blvd., Austin, TX 78744
Lexington Charles Limited Partnership	201 North Charles Street, Baltimore, MD 21202 (Buyout obtained)
Homewood Plaza, LLC	3125 Independence Drive, Birmingham, AL 35209
FSP Park Seneca Limited Partnership	1515 Mockingbird Lane, Charlotte, NC 28209
Duke Realty Partnership	312 Plum Street, Suite 910, Cincinnati, OH 45202
Independence Tower, Ltd	5755 Granger Road, Independence, OH 44131

Record Owner	Property
Executive Tower of Colorado Springs, LLC	2864 South Circle Drive, Colorado Springs, CO 80906
Continent Commercial 1 LLC	6230 Busch Blvd., Suite 490, Columbus, OH 43229
Liberty Property Limited Partnership	200 Centreport Drive, Suite 175, Greensboro, NC 27409
Northland Goodwin, LLC	225 Asylum Street, Hartford, CT 06103
Marian H. King	309 Third Street, New Cumberland, PA 17070
Breof Castleton Park Reo LLC	6081 E. 82nd Street, Indianapolis, IN 46250
South Shore Group Partners, LLC	841 Prudential Drive, Jacksonville, FL 32207
Highwoods Realty Limited Partnership	4330 Shawnee Mission Pkwy, Fairway, KS
Cameron Court	4290 Cameron Street, Suite #1, Las Vegas, NV 89103
One Financial Center	One Financial Plaza, Little Rock, AK 72211
Kaden-T Limited Parnership	6100 Dutchmans Lane, Louisville, KY 40205
Nonconnah Holdings, LLC	2600 Nonconnah Blvd., Memphis, TN 38132
Towne Realty, Inc.	633 W. Wisconsin Avenue, Milwaukee, WI 53203
CSM Investors, Inc.	Gateway Business Center, 2100-2140 County Road C West, Roseville, MN 55113
GNL Mobile, LLC	851 East I-65 Service Rd. South, Mobile, AL 36616
Ernest G. Herman, Trustee, c/o Mission Property Company	5556 Franklin Road, Nashville, TN 37220
Winter Park Financial Center LLC	631 S. Orlando Avenue, Suite 100, Winter Park, FL 32789

Record Owner	Property
Greentree Parkway Associates, LP	Seven Parkway Center, Pittsburgh, PA 15220
One Pacific Square CF, LLC	220 NW Second Avenue, Portland, OR 97209
CB Westchase, INC.	4020 WestChase Blvd., Raleigh, NC 27607
World Savings Bank, FSB	1510 Arden Way, Sacramento, CA 95815
THF 8251 Maryland Development, LLC	8251 Maryland Avenue, Clayton, MO 63105
Security National Life Insurance Company	5300 South 360 West, Suite 300, Murray, UT 84123
The Catholic Life Insurance Building	1635 NE Loop 410, San Antonio, TX 78209
The Hearn Company	591 Camino De La Reina, Suite 525, San Diego, CA 92108
Cherry Hill Orchards Or Wenatchee, LLC	1522 Washington Street, Suite 209, Spokane, WA 99201
State Tower Of Syracuse Associates LLC	109 South Warren Street, Syracuse, NY 13202
CCMH Tampa AP LLC d/b/a Tampa Airport Marriott Hotel	Tampa Airport Marriott Hotel, Tampa International Airport, Second Floor, Suite A-3 of the Hotel-Office Complex, Hillsborough County, Tampa, FL 33607
Belvedere Investment Associates LLC	1601 Belvedere Road, West Palm Beach, FL 33406
Regent Business Centers San Francisco, LLC	555 California Street, 3rd Floor, San Francisco, CA 94104
Corporate Office Centers	11330 Lakefield Drive, Building Two, Suite 200, Duluth, GA 30097
Meridian Business Centers-Office-Partners, LP	320 Decker Drive, 1st Floor, Irving, TX 75062

Record Owner	Property
Beck Office Center, LLC	28345 Beck Road, Suite 100, Wixom, MI 48393
CBS Broadcasting, Inc. (original lease is between CBS Broadcasting, Inc. and GD 22 W. Washington LLC)	22 West Washington Street, Chicago, IL 60602
DB Consulting Group, Inc.	8455 Colesville Road, Suite 800, Silver Spring, MD 20910

* Subleased property; record owner unknown.

SCHEDULE 4.23

Broker’s Fees; Transaction Fees

None.

SCHEDULE 8.1

Indebtedness

1. As indicated below:

	Letter of Credit
Bank	ID Number	Beneficiary	Amount
Wells Fargo Bank, N.A.	00651048	Marsh & McLennan Companies, Inc.	$	1,000,000.00
Wells Fargo Bank, N.A.	00652468	NLC-Lindblade, LLC	$	218,889.00
Bank of America, N.A.	585744	SFX Entertainment	$	763,120.23	1

2.	The Sale Leaseback Transaction involving 8944 Lindblade Street, 8965 Lindblade Street and 8935 Lindblade Street, each in Culver City, California with respect to Indebtedness in the amount of $8,000,000.
3.	Promissory Note, dated February 1, 2010, by Metro Networks Communications, Inc. in favor of Security National Life Insurance Company, in the principal sum of $124,439.28.
4.	Lease tail liability in the amount of approximately $2,800,000 associated with facilities that Metro Traffic exited from 2008 to 2010.
5.	Master Services Agreement, dated September 1, 2011, between New Skies Satellites B.V. and Westwood One, Inc., a capital lease, with a monthly service fee of $39,204.50.

¹ Backstop letter of credit to be issued for 105% or $801,276.25.

SCHEDULE 8.2

Liens

	File Number &
Jurisdiction	Date	Debtor	Secured Party	Collateral
Delaware	#2008 0056398 01/04/2008	Westwood One, Inc.	IBM Credit LLC	Equipment
Delaware	# 2007 0653138 02/20/2007	Excelsior Radio Networks, Inc.	Dell Financial Services, L.P.	Equipment
Delaware	# 2008 3315619 09/30/2008	Excelsior Radio Networks, LLC	US Bancorp	Equipment
Delaware	# 2008 4142541 12/12/2008	Excelsior Radio Networks, LLC	US Bancorp	Equipment
Delaware	# 2009 0659646 03/03/2009	Excelsior Radio Networks, LLC	US Bancorp	Equipment
Delaware	# 2010 0392328 02/02/2010	Excelsior Radio Networks, LLC	US Bancorp	Equipment

Joint escrow account between Westwood One, Inc. and Clear Channel Communication, Inc. in favor of Deutsche Bank Trust Company Americas.

Sidewalk Lien, control number 000366779 — 01, on Westwood One, Inc. by New York Bureau of Highway Operations dated October 22, 1991.

NY City Tax Warrant, control number 002652452 — 01, on American Comedy Network, Inc., by NYC Department of Finance dated January 12, 2010, in the amount of $457.22.

NY City Tax Warrant, control number 002652449 — 01, on JPN, Inc., by NYC Department of Finance dated January 12, 2010, in the amount of $457.22.

Security Deposit Account # 18-712-123-2614577 of Triton MediaAmerica, Inc. with Wachovia Financial Center for New York office space located at 1133 Avenue of the Americas, New York, NY 10036, with maturity date of May 29, 2011, automatically renewable for 365-days, with a maturity value of $538,496.81.

SCHEDULE 8.3

Investments

Issuer	Number of Shares	Par Value	Owner
POP Radio LP	20% limited partnership interest	N/A	Westwood One, Inc.

1. Excelsior Radio Networks, LLC holds 150,000 shares of Series A Convertible Preferred Stock of Ex-Band Syndications, Inc.

2. Triton Radio Networks, LLC (formerly) Jones Radio Networks, Inc. holds 102,336 common shares of VoodooVox, Inc.

3. ExcelsiorTM, Inc. holds a 25% equity interest in Clancy Productions LLC.

4. Triton Radio Network Ventures, LLC holds a 50% equity interest in View 2 Records, LLC.

5. Triton Radio Networks, LLC holds a 50% equity interest in U.S.A. Biker Nation Radio Programming, LLC.

6. Triton MediaAmerica, Inc. holds an approximately 15% limited partnership interest in SRLP, L.P.

Schedule 8.9

Transactions with Affiliates

1. Investor Rights Agreement, dated as of April 23, 2009, among Westwood One, Inc., Gores Radio Holdings, LLC, the other investors identified on the signature pages thereto and the parties that have executed joinder agreements in accordance with the terms thereof, as amended (Parent will use commercially reasonable efforts to terminate this agreement).

2. Agreement, dated July 22, 2011, among Westwood One, Inc., Gores Capital Partners II, L.P., and Gores Co-Invest Partnership II, L.P.

3. Guaranty, dated as of April 29, 2011, between Gores Capital Partners II, L.P. and Gores Co-Invest Partnership II, L.P., each a Delaware limited partnership and Clear Channel Acquisition LLC.

Related Parties	Purpose	Description
Dial Global w/Ex-Band,Inc - AmericanHit	Barter Sales	Representation agreement by and between Dial Global and Ex-Band Syndications, Inc dated May 16, 2006
Dial Global w/Ad Radio Enterprise Inc	Barter Sales	Representation agreement by and between Dial Global and Ad Radio Enterprise, Inc dated January 1, 2005
Triton Media Group LLC/Excelsior Radio Networks, LLC	Transition Agreement	Transition Services Agreement by and between Excelsior Radio Networks, LLC and Triton Digital, Inc.
Triton Media Group LLC/Dial Global	Streaming Services/Web Servicing, Messenger Service
Dial Global w/Townsquare Media	24-hour Formats	Agreement with Townsquare to provide 24-hour formats
Dial Global w/Townsquare Media	Ad Sales Representation	Agreement with Townsquare to provide ad sales representation
Dial Global w/Townsquare Media	American Comedy Networks	Agreement with Townsquare to provide American Comedy Network

Related Parties	Purpose	Description
Dial Global w/Townsquare Media	Backtrax USA	Agreement with Townsquare to provide Backtrax USA
Dial Global w/Townsquare Media	Baka Boys Mastermix	Agreement with Townsquare to provide Baka Boys Mastermix
Dial Global w/Townsquare Media	Bitman	Agreement with Townsquare to provide Bitman
Dial Global w/Townsquare Media	Clark Howard	Agreement with Townsquare to provide Clark Howard
Dial Global w/Townsquare Media	Dave Koz	Agreement with Townsquare to provide Dave Koz
Dial Global w/Townsquare Media	House of Blues	Agreement with Townsquare to provide House of Blues
Dial Global w/Townsquare Media	Michael Smerconish	Agreement with Townsquare to provide Michael Smerconish
Dial Global w/Townsquare Media	Midnight Radio Network	Agreement with Townsquare to provide Midnight Radio Network
Dial Global w/Townsquare Media	Mike Harvey Show	Agreement with Townsquare to provide Mike Harvey Show
Dial Global w/Townsquare Media	Neal Boortz	Agreement with Townsquare to provide Neal Boortz
Dial Global w/Townsquare Media	Prep Services	Agreement with Townsquare to provide Prep Services
Dial Global w/Townsquare Media	Radio Voodoo	Agreement with Townsquare to provide Radio Voodoo
Dial Global w/Townsquare Media	Rick Jackson Country Hall of Fame	Agreement with Townsquare to provide Rick Jackson Country Hall of Fame
Dial Global w/Townsquare Media	Rockline	Agreement with Townsquare to provide Rockline
Dial Global w/Townsquare Media	Short Bus Radio	Agreement with Townsquare to provide Short Bus Radio
Dial Global w/Townsquare Media	Super Gold	Agreement with Townsquare to provide Super Gold

Related Parties	Purpose	Description
Dial Global w/Townsquare Media	The Big Time	Agreement with Townsquare to provide The Big Time
Dial Global w/Townsquare Media	The Big Time Saturday Night	Agreement with Townsquare to provide The Big Time Saturday Night
Dial Global w/Townsquare Media	The Lia Show	Agreement with Townsquare to provide The Lia Show
Dial Global w/Townsquare Media	TM-Commercials	Agreement with Townsquare to provide TM-Commercials
Dial Global w/Townsquare Media	TM-Imaging	Agreement with Townsquare to provide TM-Imaging
Dial Global w/Townsquare Media	TM-Jingles	Agreement with Townsquare to provide TM-Jingles
Dial Global w/Townsquare Media	TM-Musicdisk	Agreement with Townsquare to provide TM-Musicdisk
Dial Global w/Townsquare Media	Walt Baby Love — Gospel Traxx	Agreement with Townsquare to provide Walt Baby Love - Gospel Traxx
Dial Global w/Townsquare Media	Walt Baby Love — Urban AC Countdown	Agreement with Townsquare to provide Walt Baby Love — Urban AC Countdown
Dial Global w/Townsquare Media	The Weather Channel	Agreement with Townsquare to provide The Weather Channel
Dial Global w/Millennium Radio Group	American Comedy Networks	Agreement with Millennium Radio Group to provide American Comedy Network
Dial Global w/Millennium Radio Group	Prep Services	Agreement with Millennium Radio Group to provide Prep Services
Dial Global w/Millennium Radio Group	Short Bus Radio	Agreement with Millennium Radio Group to provide Short Bus Radio
Dial Global w/Millennium Radio Group	Super Gold	Agreement with Millennium Radio Group to provide Super Gold
Dial Global w/Millennium Radio Group	The Big Time	Agreement with Millennium Radio Group to provide The Big Time

Related Parties	Purpose	Description
Dial Global w/Millennium Radio Group	The Big Time Saturday Night	Agreement with Millennium Radio Group to provide The Big Time Saturday Night
Dial Global w/Millennium Radio Group	TM-Imaging	Agreement with Millennium Radio Group to provide TM-Imaging
Dial Global w/Millennium Radio Group	TM-Jingles	Agreement with Millennium Radio Group to provide TM-Jingles
Dial Global w/Millennium Radio Group	TM-Musicdisk	Agreement with Millennium Radio Group to provide TM-Musicdisk
Dial Global w/Tribune Broadcasting	TM-Musicdisk	Agreement with Tribune Broadcasting to provide TM-Musicdisk
Dial Global w/Peak	Prep Services	Agreement with Peak to provide Prep Services
Dial Global w/Peak	Short Bus Radio	Agreement with Peak to provide Short Bus Radio
Dial Global w/Peak	The Big Time Saturday Night	Agreement with Peak to provide The Big Time Saturday Night
Dial Global w/Peak	The Lia Show	Agreement with Peak to provide The Lia Show
Dial Global w/Peak	TM-Imaging	Agreement with Peak to provide TM-Imaging
Dial Global w/Peak	TM-Jingles	Agreement with Peak to provide TM-Jingles
Dial Global w/Double O	24 Hour Formats	Agreement with Double O to provide 24 hour Formats
Dial Global w/Double O	American Comedy Networks	Agreement with Double O to provide American Comedy Network
Dial Global w/Double O	House of Blues	Agreement with Double O to provide House of Blues
Dial Global w/Double O	Neal Boortz	Agreement with Double O to provide Neal Boortz
Dial Global w/Double O	Prep Services	Agreement with Double O to provide Prep Services

Related Parties	Purpose	Description
Dial Global w/Double O	Radio Voodoo	Agreement with Double O to provide Radio Voodoo
Dial Global w/Double O	Rick Jackson Country Hall of Fame	Agreement with Double O to provide Rick Jackson Country Hall of Fame
Dial Global w/Double O	The Lia Show	Agreement with Double O to provide The Lia Show
Dial Global w/Double O	TM-Imaging	Agreement with Double O to provide TM-Imaging
Dial Global w/Double O	TM-Jingles	Agreement with Double O to provide TM-Jingles
Dial Global w/Double O	TM-Musicdisk	Agreement with Double O to provide TM-Musicdisk
Dial Global w/Grenax Broadcasting	Ad Injector /WebCast Metrics	Agreement with Grenax Broadcasting to provide Ad Injector/WebCast Metrics
Dial Global w/Grenax Broadcasting	AirKast	Agreement with Grenax Broadcasting to provide AirKast
Dial Global w/Grenax Broadcasting	Daily Deals	Agreement with Grenax Broadcasting to provide Daily Deals
Dial Global w/Grenax Broadcasting	Email Director	Agreement with Grenax Broadcasting to provide Email Director
Dial Global w/Grenax Broadcasting	Streaming	Agreement with Grenax Broadcasting to provide Streaming
Dial Global w/Grenax Broadcasting	Backtrax USA	Agreement with Grenax Broadcasting to provide Backtrax USA
Dial Global w/Grenax Broadcasting	House of Blues	Agreement with Grenax Broadcasting to provide House of Blues
Dial Global w/Grenax Broadcasting	Prep Services	Agreement with Grenax Broadcasting to provide Prep Services

Related Parties	Purpose	Description
Dial Global w/Grenax Broadcasting	Rick Jackson Country Hall of Fame	Agreement with Grenax Broadcasting to provide Rick Jackson Country Hall of Fame
Dial Global w/Grenax Broadcasting	TM-Musicdisk	Agreement with Grenax Broadcasting to provide TM-Musicdisk
Dial Global w/Radio One	Ad Injector /WebCast Metrics	Agreement with Radio One to provide Ad Injector/WebCast Metrics
Dial Global w/Radio One	AirKast	Agreement with Radio One to provide AirKast
Dial Global w/Radio One	Loyalty/Database/Email	Agreement with Radio One to provide Loyalty/Database/Email
Dial Global w/Radio One	TuneGenie	Agreement with Radio One to provide TuneGenie
Dial Global w/Radio One	Ad Sales Representation	Agreement with Radio One to provide Ad Sales Representation
Dial Global w/Radio One	Baka Boys Mastermix	Agreement with Radio One to provide Baka Boys Matermix
Dial Global w/Radio One	Clark Howard	Agreement with Clark Howard to provide Clark Howard
Dial Global w/Radio One	Prep Services	Agreement with Radio One to provide Prep Services
Dial Global w/Radio One	Short Bus Radio	Agreement with Radio One to provide Short Bus Radio
Dial Global w/Radio One	TM-Imaging	Agreement with Radio One to provide TM-Imaging
Dial Global w/Radio One	TM-Musicdisk	Agreement with Radio One to provide TM-Musicdisk
Dial Global w/Radio One	Walt Baby Love — Urban AC Countdown	Agreement with Radio One to provide Walt Baby Love — Urban AC Countdown
Dial Global w/Radio One	Microjams	Agreement with Radio One to provide Microjams

Schedule 8.10

Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments

None.

Exhibit A
to
Second Lien Credit Agreement

Form of Assignment

This Assignment, dated as of the Effective Date, is entered into between the Assignor and the Assignee (each as identified on the signature pages hereof).

The parties hereto hereby agree as follows:

Borrower:	Westwood One, Inc., a Delaware corporation (the “Borrower”)
Administrative Agent:	Cortland Capital Market Services LLC, as administrative agent and collateral agent for the Lenders (in such capacity and together with its successors and permitted assigns, the “Administrative Agent”)
Credit Agreement:	Second Lien Credit Agreement, dated as of October 21, 2011, among the Borrower, the Lenders party thereto, the Administrative Agent and Macquarie Capital (USA) Inc., as syndication agent (in such capacity and together with its successors and permitted assigns, the “Syndication Agent”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definition are used as defined in the Credit Agreement)
[Trade Date:	_________,  _____]1
Effective Date:	_________, _____2

1	Insert for informational purposes only if needed to determine other arrangements between the Assignor and the Assignee.
2	To be filled out by Administrative Agent upon entry in the Register.

A-1

Aggregate Principal Amount of	Aggregate Principal Amount of
Term Loans for All Lenders	Term Loans Assigned3	Percentage Assigned4
$	$	____________.                     %

[The Remainder of this Page Was Intentionally Left Blank]

3	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. The aggregate amounts are inserted for informational purposes only to help in calculating the percentages assigned which, themselves, are for informational purposes only.
4	Set forth, to at least 9 decimals, the Assigned Interest as a percentage of the aggregate Term Loans. This percentage is set forth for informational purposes only and is not intended to be binding. The assignments are based on the amounts assigned not on the percentages listed in this column.

ASSIGNMENT
FOR WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT

A-2

1. Assignment. Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, Assignor’s rights and obligations in its capacity as Lender under the Credit Agreement (including Liabilities owing to or by Assignor thereunder) and the other Loan Documents, in each case to the extent related to the amounts identified above (the “Assigned Interest”).

2. Representations, Warranties and Covenants of Assignors. Assignor (a) represents and warrants to Assignee, the Administrative Agent and the Syndication Agent that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims, and (iii) by executing, signing and delivering this Assignment via ClearPar^® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) makes no other representation or warranty and assumes no responsibility, including with respect to the aggregate amount of the Term Loans, the percentage of the Term Loans represented by the amounts assigned, any statements, representations and warranties made in or in connection with any Loan Document or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any Loan Document or any document or information provided in connection therewith and the existence, nature or value of any Collateral, (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Group Member or Loan Party or the performance or nonperformance by any Loan Party of any obligation under any Loan Document or any document provided in connection therewith and (d) attaches any Notes held by it evidencing at least in part the Assigned Interest of such Assignor (or, if applicable, an affidavit of loss or similar affidavit therefor) and requests that the Administrative Agent exchange such Notes for new Notes in accordance with Section 2.14(e) of the Credit Agreement.

3. Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor, the Administrative Agent and the Syndication Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar^® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes (i) the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (ii) the Syndication Agent to take such action as syndication agent on its behalf and to exercise such powers under the Loans Documents as are delegated to the Syndication Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with Section 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.

ASSIGNMENT
FOR WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT

A-3

4. Determination of Effective Date; Register. Following the due execution and delivery of this Assignment by Assignor, Assignee and, to the extent required by Section 11.2(b) of the Credit Agreement, the Syndication Agent and the Borrower, this Assignment (including its attachments) will be delivered to the Administrative Agent for its recording in the Register. The effective date of this Assignment (the “Effective Date”) shall be the recording of this Assignment in the Register. The Administrative Agent shall insert the Effective Date when known in the space provided therefor at the beginning of this Assignment.

5. Effect. As of the Effective Date, (a) Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment, have the rights and obligations of a Lender under the Credit Agreement and (b) Assignor shall, to the extent provided in this Assignment, relinquish its rights (except those surviving the payment in full of the Obligations) and be released from its obligations (except those surviving the payment in full of the Obligations) under the Loan Documents other than those obligations relating to events and circumstances occurring prior to the Effective Date.

6. Distribution of Payments. On and after the Effective Date, the Administrative Agent shall make all payments under the Loan Documents in respect of each Assigned Interest (a) in the case of amounts accrued to but excluding the Effective Date, to Assignor and (b) otherwise, to the Assignee.

7. Miscellaneous. This Assignment is a Loan Document and, as such, is subject to certain provisions of the Credit Agreement, including Sections 1.5 (Interpretation), 11.14(a) (Submission to Jurisdiction) and 11.15 (Waiver of Jury Trial) thereof. On and after the Effective Date, this Assignment shall be binding upon, and inure to the benefit of, the Assignors, Assignees, the Administrative Agent, the Syndication Agent and their Related Persons and their successors and assigns. This Assignment shall be governed by, and be construed and interpreted in accordance with, the law of the State of New York. This Assignment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Assignment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart of this Assignment.

[Signature Pages Follow]

ASSIGNMENT
FOR WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT

A-4

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[NAME OF ASSIGNOR]
	as Assignor
By:
	Name:
	Title:
[NAME OF ASSIGNEE]
	as Assignee
By:
	Name:
	Title:
Lending office for Eurodollar Rate Loans:5
[Insert Address (including contact name, fax
	number and e-mail address)]
Lending office (and address for notices)
	for any other purpose:
[Insert Address (including contact name, fax
	number and e-mail address)]

⁵ Insert for each Assignee.

SIGNATURE PAGE FOR ASSIGNMENT
FOR WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT

ACCEPTED and AGREED
this  _____  day of  _______:

[MACQUARIE CAPITAL (USA) INC.
	as Syndication Agent
By:
	Name:
	Title:]6
[BORROWER7
By:
	Name:
	Title:]
SOLELY FOR PURPOSES OF CONFIRMING RECORDATION IN REGISTER:
CORTLAND CAPITAL MARKET SERVICES LLC
	as Administrative Agent
By:
	Name:
	Title:

6	Include only if required pursuant to Section 11.2(b) of the Credit Agreement.
7	Include only if required pursuant to Section 11.2(b) of the Credit Agreement.

SIGNATURE PAGE FOR ASSIGNMENT
FOR WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT

Exhibit B
to
Credit Agreement

Form of Note

Lender: [Name of Lender]	New York, New York
Principal Amount: $________	__________, _____

FOR VALUE RECEIVED, the undersigned, Westwood One, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of the Term Loans (as defined in the Credit Agreement referred to below) of the Lender, payable at such times and in such amounts as are specified in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of the Term Loans from the date made until such principal amount is paid in full, payable at such times and at such interest rates as are specified in the Credit Agreement. Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Borrower.

Both principal and interest are payable in Dollars to Cortland Capital Market Services LLC, as Administrative Agent (as defined below), in the account of the Administrative Agent specified in Section 2.13 of the Credit Agreement, in immediately available funds.

This Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement, dated as of October 21, 2011 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto, Cortland Capital Market Services LLC, as administrative agent and collateral agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”), and Macquarie Capital (USA) Inc., as syndication agent. Capitalized terms used herein without definition are used as defined in the Credit Agreement.

The Credit Agreement, among other things, (a) provides for the making of a Term Loan by the Lender to the Borrower in an aggregate amount equal to the Principal Amount set forth above, the indebtedness of the Borrower resulting from such Term Loans being evidenced by this Note and (b) contains provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions specified therein.

This Note is a Loan Document, is entitled to the benefits of the Loan Documents and is subject to certain provisions of the Credit Agreement, including Sections 1.5 (Interpretation), 11.14(a) (Submission to Jurisdiction) and 11.15 (Waiver of Jury Trial) thereof.

This Note is a registered obligation, transferable only upon satisfaction of the conditions for assignment set forth in the Credit Agreement and notation in the Register, and no assignment hereof shall be effective and will be null and void until such conditions have been satisfied and such assignment has been recorded in the Register.

B-1

This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York without regard to conflict of law principles that would result in the application of any law other than the State of New York.

[Signature Pages Follow]

[$__________] PROMISSORY NOTE
OF WESTWOOD ONE, INC. FOR THE BENEFIT OF [NAME OF LENDER]

B-2

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and delivered by its duly authorized officer as of the day and year and at the place set forth above.

WESTWOOD ONE, INC.
By:
	Name:
	Title:

[$__________] PROMISSORY NOTE
OF WESTWOOD ONE, INC. FOR THE BENEFIT OF [NAME OF LENDER]

B-3

Exhibit C
to
Credit Agreement

Form of Notice of Borrowing

CORTLAND CAPITAL MARKET SERVICES LLC

as Administrative Agent under the
Credit Agreement referred to below

225 West Washington Street, Suite 1420
Chicago, Illinois 60606

_________ __, ____

Attention: Mike Fredian

Re: Westwood One, Inc. (the “Borrower”)

Reference is made to the Credit Agreement, dated as of October 21, 2011 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Borrower, the Lenders party thereto, Cortland Capital Market Services LLC, as administrative agent and collateral agent for such Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”), and Macquarie Capital (USA) Inc., as syndication agent. Capitalized terms used herein without definition are used as defined in the Credit Agreement.

The Borrower hereby gives you notice, pursuant to Section 2.2(a) of the Credit Agreement of its request of a Borrowing (the “Proposed Borrowing”), under the Credit Agreement, and, in that connection, sets forth the following information:

1. The date of the Proposed Borrowing is October 21, 2011 (the “Funding Date”).

2. The Proposed Borrowing consists of an aggregate principal amount of Term Loans equal to $85,000,000, of which $_____ _______ consists of Base Rate Loans and $_______  consists of Eurodollar Rate Loans having an initial Interest Period of  _____ months.

The undersigned hereby certifies that both immediately before and immediately after giving effect to the Proposed Borrowing, the Specified Representations and the Specified Acquisition Agreement Representations are accurate in all material respects.

The Borrower acknowledges and agrees that this Notice of Borrowing may only be revoked by the Borrower (i) in a written notice received by the Administrative Agent not later than 9:00 a.m. (New York time) on the applicable Funding Date (and in any event prior to such time as the Proposed Borrowing is actually funded) which revocation notice shall reference this Notice of Borrowing and state that such Notice of Borrowing is revoked and (ii) upon payment by the Borrower of any amounts owing pursuant to Section 2.16 of the Credit Agreement.

WESTWOOD ONE, INC.
By:
	Name:
	Title:

[SIGNATURE PAGE TO NOTICE
OF BORROWING DATED                     , ___]

C-1

Exhibit D
to
Credit Agreement

Form of Notice of Conversion or Continuation

CORTLAND CAPITAL MARKET SERVICES LLC

as Administrative Agent under the
Credit Agreement referred to below

225 West Washington Street, Suite 1420
Chicago, Illinois 60606

_________ __, ____

Attention: Mike Fredian

Re: Westwood One, Inc. (the “Borrower”)

Reference is made to the Credit Agreement, dated as of October 21, 2011 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Borrower, the Lenders party thereto, Cortland Capital Market Services LLC, as administrative agent and collateral agent for such Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”), and Macquarie Capital (USA) Inc., as syndication agent. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

The Borrower hereby gives you notice, pursuant to Section 2.10 of the Credit Agreement of its request for the following:

(i) a continuation, on  ________,  ________, as Eurodollar Rate Loans having an Interest Period of  _____  months⁸ of Term Loans in an aggregate outstanding principal amount of $________  having an Interest Period ending on the proposed date for such continuation;

(ii) a conversion, on  ________,  __________, to Eurodollar Rate Loans having an Interest Period of  _____  months⁹ of Term Loans in an aggregate outstanding principal amount of $___________; and

(iii) a conversion, on  ________,  _________, to Base Rate Loans, of Term Loans in an aggregate outstanding principal amount of $_________.

In connection herewith, the undersigned hereby certifies that no Event of Default (which has not been previously disclosed in writing to the Administrative Agent) is continuing, both immediately before and immediately after giving effect to the proposed conversion or continuation set forth above.

8	An Interest Period may only be 1 month until the earlier of (x) 90 days following the Closing Date and (y) the occurrence of a Successful Syndication (as defined in the Fee Letter).
9	An Interest Period may only be 1 month until the earlier of (x) 90 days following the Closing Date and (y) the occurrence of a Successful Syndication (as defined in the Fee Letter).

D-1

The Borrower acknowledges and agrees that this Notice of Conversion or Continuation may only be revoked by the Borrower (i) in a written notice received by the Administrative Agent not later than 9:00 a.m. (New York time) on the applicable date of the proposed conversion or continuation (and in any event prior to such time as the proposed conversion or continuation is actually effected), which revocation notice shall reference this Notice of Conversion or Continuation and state that such Notice of Conversion or Continuation is revoked and (ii) upon payment by the Borrower of any amounts owing pursuant to Section 2.16 of the Credit Agreement

WESTWOOD ONE, INC.
By:
	Name:
	Title:

D-2

Exhibit E
to
Credit Agreement

Form of Compliance Certificate

__________, ____¹⁰

This certificate is delivered pursuant to Section 6.1(d) of, and in connection with the consummation of the transactions contemplated in, the Credit Agreement, dated as of October 21, 2011 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among Westwood One, Inc. (the “Borrower”), the Lenders party thereto and Cortland Capital Market Services LLC, as administrative agent and collateral agent for such Lenders, and Macquarie Capital (USA) Inc., as syndication agent. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

The undersigned, a duly authorized Responsible Officer of the Borrower having the name and title set forth below under his signature, hereby certifies, on behalf of the Borrower for the benefit of the Secured Parties and pursuant to Section 6.1 of the Credit Agreement that such Responsible Officer of the Borrower is familiar with the Credit Agreement and that, in accordance with each of the following sections of the Credit Agreement, each of the following is true on the date hereof:

1. In accordance with Section 6.1[(b)/(c)] of the Credit Agreement, attached hereto as Annex A are the Financial Statements for the [Fiscal Quarter/Fiscal Year] ended  _________,  _____  required to be delivered pursuant to Section 6.1[(b)/(c)] of the Credit Agreement. Such Financial Statements fairly present in all material respects the Consolidated financial position, results of operations and cash flow of the Borrower as at the dates indicated therein and for the periods indicated therein in accordance with GAAP [(subject to the absence of footnote disclosure and normal year-end audit adjustments)]¹¹ [without qualification as to the scope of the audit or as to going concern and without any other similar qualification, together with the certificate from the Group Members’ Accountants with respect to such Consolidated Financial Statements required to be delivered pursuant to Section 6.1(c) of the Credit Agreement]¹².

2. In accordance with Section 6.1(d) of the Credit Agreement, attached hereto as Annex B are the calculations used [to describe the Consolidated Leverage Ratio for the Fiscal Quarter ending December 31, 2011 in reasonable detail]¹³ [to determine compliance with each financial covenant contained in Article 5 of the Credit Agreement that is tested on a quarterly basis]¹⁴ [and the calculations used in determining Excess Cash Flow].¹⁵

10	Insert date of delivery of certificate.
11	Insert language in brackets only for quarterly reports.
12	Insert language in brackets only for annual certifications.
13	Use bracketed language for the Compliance Certificate covering the Consolidated Leverage Ratio for the Fiscal Quarter ending December 31, 2011.
14	Use bracketed language for all Compliance Certificates starting with the first Fiscal Quarter the financial covenants are tested, which is March 31, 2012.
15	Insert (starting with the 2012 Fiscal Year) if annual Consolidated Financial Statements set forth in Section 6.1(c) of the Credit Agreement are delivered with the Compliance Certificate.

E-1

3. In accordance with Section 6.1(d) of the Credit Agreement, no Default is continuing as of the date hereof[, except as provided for on Annex C attached hereto, with respect to each of which the Borrower proposes to take the actions set forth on Annex C].

4. In accordance with Section 6.1(e) of the Credit Agreement, (i) the [Corporate Chart attached hereto as Annex D[-1]] [last Corporate Chart delivered pursuant to such Section)], is correct and complete as of the date hereof, (ii) all documents (including updated schedules as to locations of Collateral and acquisition of registered or material Intellectual Property or real property) required to be delivered pursuant to the Loan Documents by any Loan Party in the most recently completed Fiscal Quarter have been delivered thereunder (or such delivery requirement was otherwise duly waived or extended) and (iii) complete and correct copies of all documents modifying any term of any Constituent Document of any Group Member or any Subsidiary or Joint Venture (with respect to any Joint Venture, to the extent the Borrower has received a copy of such document) thereof during the most recently completed Fiscal Quarter have been delivered to each Agent [or are attached hereto as Annex D[-2]].

5. [In accordance with Sections 6.1(i) and (j) of the Credit Agreement, attached hereto as Annexes E and F are complete and correct (i) copies of each management letter, audit report or similar letter or report received by any Group Member from any independent registered certified public accountant (including the Group Members’ Accountants) delivered in connection with the Financial Statements attached as Annex A or any audit thereof and (ii) a summary of all material insurance coverage maintained as of the date thereof by any Group Member].¹⁶

[Signature Page Follows]

¹⁶ Insert if annual Consolidated Financial Statements set forth in Section 6.1(c) of the Credit Agreement are delivered with the Compliance Certificate.

E-2

IN WITNESS WHEREOF, the undersigned has executed this certificate on the date first written above.

WESTWOOD ONE, INC.

Name:

Title:

[SIGNATURE PAGE TO COMPLIANCE CERTIFICATE
OF WESTWOOD ONE, INC. DATED                      ___, ___]

E-3

ANNEX A
to
COMPLIANCE CERTIFICATE OF ___________________________
DATED _________, ____

FINANCIAL STATEMENTS

ANNEX A-1

ANNEX B
to
COMPLIANCE CERTIFICATE OF __________________________
DATED _________, ____

FINANCIAL CALCULATIONS

ANNEX B-1

[ANNEX C
to
COMPLIANCE CERTIFICATE OF _____________________________
DATED _________, ____

CONTINUING DEFAULTS]¹⁷

¹⁷ Delete if not used in the text of the certificate.

ANNEX C-1

ANNEX D[-1]
to
COMPLIANCE CERTIFICATE OF ______________________
DATED _________, ____

CORPORATE CHART

ANNEX D-1-1

ANNEX D[-2]
to
COMPLIANCE CERTIFICATE OF __________________________
DATED _________, ____

MODIFICATIONS TO CONSTITUENT DOCUMENTS

ANNEX D-2-1

ANNEX E
to
COMPLIANCE CERTIFICATE OF ____________________________
DATED _________, ____

[MANAGEMENT LETTERS]

ANNEX E-1

ANNEX F
to
COMPLIANCE CERTIFICATE OF _____________________________
DATED _________, ____

SUMMARY OF MATERIAL INSURANCE COVERAGES

ANNEX F-1

Exhibit F
to
Credit Agreement

Form of Guaranty and Security Agreement

Refer to Exhibit 10.4

F-1

Exhibit G
to
Credit Agreement

Form of Sponsor PIK Note

THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION.

WESTWOOD ONE, INC.

SENIOR SUBORDINATED UNSECURED PIK NOTE

[        ], 2011	Original Principal Amount:
	$[        ]

Westwood One, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of [        ] (together with any transferee permitted under the terms hereof, the “Holder”), in no event later than the Maturity Date, the principal amount of $[        ] or such lesser principal amount then outstanding, together with interest thereon calculated in accordance with the provisions of this Senior Subordinated Unsecured PIK Note (the “Note”).

This Note and any Notes subsequently issued by the Company and having substantially similar terms are collectively referred to herein as the “Notes.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Section 4 hereof.

ARTICLE 1 Payment of Interest. Interest shall accrue on a daily basis at the rate (the “Interest Rate”) of 15% per annum, (x) for the first five (5) years after the Issue Date, compounded quarterly, and payable on the Quarterly Interest Payments Dates (as defined below), and (y) after the five (5) year anniversary of the Issue Date, compounded annually, and payable on the six (6) year anniversary of the Issue Date and on the Maturity Date (as defined below), in each case on the unpaid principal amount of this Note then outstanding (and any accrued but unpaid interest that has previously compounded). Interest shall be computed on the basis of a year of 365 days (366 days for a leap year) for the actual number of days elapsed. Interest (including interest payable at the default rate pursuant to Section 3(b)(i)) shall be paid in cash to the extent not prohibited by the Credit Agreements or by Section 13 hereof; provided, however, to the extent cash interest is not permitted, interest shall be paid by adding such interest to the principal amount outstanding under this Note. Interest shall be paid pursuant to Section 2 of this Note.

G-1

ARTICLE 2 PAYMENT OF PRINCIPAL AND INTEREST.

Section 2.1 Scheduled Payment. The Company shall pay the outstanding principal amount of this Note on [ ]¹⁸ (the “Maturity Date”), together with all accrued and unpaid interest thereon.

Section 2.2 Optional Prepayments. The Company may, at any time and from time to time without premium or penalty, prepay all or any portion of the outstanding principal amount of, or interest on, this Note. In connection with each prepayment of principal hereunder, the Company shall also pay all accrued and unpaid interest hereunder.

Section 2.3 Mandatory Prepayments. Upon the first to occur of (i) a Sale or (ii) a complete liquidation of the Company, the Company shall pay, in cash, the outstanding principal amount of this Note, together with all accrued and unpaid interest on the principal amount being repaid.

Section 2.4 AHYDO Catch-Up Payment. On the last day of each “accrual period” that ends after the fifth anniversary of the Issue Date, the Company shall pay an amount equal to the difference between (i) the excess of (A) the sum of all interest that would be includible in gross income with respect to this Note as of such date (including all original issue discount) over (B) the sum of all cash interest payments made with respect to this Note on or prior to such date, and (ii) the product of (A) this Note’s issue price (as defined in Sections 1273(b) and 1274(a) of the Code) and (B) this Note’s yield to maturity, all such items to be calculated as required under Section 163(i) of the Code, the timely payment of which hereunder shall cause this Note not to be an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code (or any successor provision of similar import).

Section 2.5 Application of Payments. Payments under this Note shall be applied as follows: (i) first to the payment of accrued interest hereunder until all such interest is paid and (ii) second to the repayment of the principal outstanding hereunder.

Section 2.6 Allocation of Payments. All payments of principal and interest by the Company shall be applied to all outstanding Notes ratably in accordance with the unpaid principal amount thereof.

ARTICLE 3 EVENTS OF DEFAULT.

Section 3.1 Definition. For purposes of this Note, an Event of Default shall be deemed to have occurred if:

(a) The Company fails to pay when due and payable (whether at maturity or otherwise) (A) the full amount of interest then accrued on this Note, (B) the full amount of any principal payment on this Note; or

(b) The Company makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Company bankrupt or insolvent; or any order for relief with respect to the Company is entered under the Bankruptcy Code; or the Company petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Company, or of any substantial part of the assets of the Company, or commences any proceeding relating to the Company under any bankruptcy reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against the Company and either (A) the Company by any act indicates its approval thereof, consent thereto or acquiescence therein or (B) such petition, application or proceeding is not dismissed within 60 days.

¹⁸ The date that is 6 years and 3 months from the date the Merger is consummated.

G-2

The foregoing shall constitute Events of Default whatever the reason or cause for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

Section 3.2 Consequences of Events of Default.

(a) If any Event of Default has occurred and is continuing, the Interest Rate on this Note shall increase immediately by an increment of two percentage points (2%) to the extent permitted by law. Any increase of the Interest Rate resulting from the operation of this subparagraph shall terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this subparagraph).

(b) If an Event of Default of the type described in Section 3(a)(ii) has occurred, the aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts due and payable with respect thereto) shall become immediately due and payable without any requirement of a notice, presentment or other action on the part of the Holder, and the Company shall immediately pay to the Holder all amounts due and payable with respect to this Note.

(c) If an Event of Default other than of the type described in Section 3(a)(ii) has occurred, the aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts due and payable with respect thereto) may, at the option of the holders of Notes with an aggregate outstanding principal amount representing a majority of the aggregate principal amount of all Notes then outstanding (the “Majority Noteholders”), become immediately due and payable, and the Company shall immediately pay to the Holder all amounts due and payable with respect to this Note.

(d) The Company expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the Holder hereof may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Company hereunder.

ARTICLE 4 Definitions. For purposes of this Note, the following capitalized terms have the following meaning:

“Bankruptcy Code” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Credit Agreements” means (a) the First Lien Credit Agreement, and (b) the Second Lien Credit Agreement.

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreements) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

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“Designated Senior Debt” means the Credit Agreements.

“First Lien Agent” means General Electric Capital Corporation, as agent for the lenders party to the First Lien Credit Agreement, together with its successor and permitted assigns in such capacity, or any other Person appointed by the holders of indebtedness under and in accordance with the First Lien Debt Documents as agent for purposes of the First Lien Debt Documents and Section 13 hereof.

“First Lien Credit Agreement” means that certain Credit Agreement, dated as of October 21, 2011, among the Company, the financial institutions from time to time party thereto as “Lenders”, the financial institutions from time to time party thereto as “L/C Issuer”, General Electric Capital Corporation, as administrative agent and collateral agent, and ING Capital LLC, as syndication agent, as amended, modified, renewed, refunded, replaced, restated or refinanced from time to time (including, without limitation, any increase in principal amount or any extension of maturity).

“First Lien Debt Documents” means the First Lien Credit Agreement and all agreements, documents and instruments executed from time to time in connection therewith, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of this Note.

“Hedging Obligations” means, with respect to any specific Person, the obligations of such Person under (i) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and (ii) other agreements or arrangements designed to protect such Person against fluctuations in interest rates, currency rates or commodity prices. ¹⁹

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent: (1) in respect of borrowed money; (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); (3) in respect of banker’s acceptances; (4) representing Capital Lease Obligations; (5) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; (6) representing any Hedging Obligations; or (7) representing cash management obligations designated in the First Lien Debt Documents as being secured by collateral securing the First Lien Credit Agreement, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person.

“Issue Date” means the date first written above.

¹⁹ Secured cash management obligations TBD.

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“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness and in all cases whether direct or indirect, absolute or contingent, now outstanding or hereafter created, assumed or incurred and including, without limitation, interest accruing subsequent to the filing of a petition in bankruptcy or the commencement of any Proceeding at the rate provided in the relevant documentation, whether or not an allowed claim, and any obligation to redeem or defease any of the foregoing.

“Payment-in-Kind Interest” means interest paid with respect to the Notes by increasing the outstanding principal amount of the Notes in an amount equal to the amount of interest then due in respect of such Notes.

“Permitted Junior Securities” means equity interests in the Company or debt securities that are subordinated to all Senior Debt (and any debt securities issued in exchange for Senior Debt) to substantially the same extent as, or to a greater extent than, the Notes are subordinated to Senior Debt pursuant to this Note.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust (including any beneficiary thereof), a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Proceeding” means any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of a Person.

“Quarterly Interest Payment Date” means [ ].²⁰

“Sale” means the sale of any or all of the Company to a Person who, alone or together with one or more of its affiliates, acquires (i) capital stock or other equity interests of the Company possessing the voting power to elect a majority of the board of directors of the Company (whether by merger, consolidation, sale, or transfer of capital stock or other equity interests, as applicable) or (ii) all or substantially all of the assets of the Company.

“Second Lien Agent” means Cortland Capital Market Services LLC, as agent for the lenders party to the Second Lien Credit Agreement, together with its successor and permitted assigns in such capacity, or any other Person appointed by the holders of indebtedness under and in accordance with the Second Lien Debt Documents as agent for purposes of the Second Lien Debt Documents and Section 13 hereof.

“Second Lien Credit Agreement” means that certain Second Lien Credit Agreement, dated as of October 21, 2011, among the Company, the financial institutions from time to time party thereto as “Lenders”, Cortland Capital Market Services LLC, as administrative agent and collateral agent for the Lenders and Macquarie Capital (USA) Inc., as syndication agent, as amended, modified, renewed, refunded, replaced, restated or refinanced from time to time (including, without limitation, any increase in principal amount or any extension of maturity).

²⁰ Actual quarterly payment dates will be inserted.

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“Second Lien Debt Documents” means the Second Lien Credit Agreement and all agreements, documents and instruments executed from time to time in connection therewith, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

“Senior Agent” means (a) until the indebtedness pursuant to the First Lien Debt Documents is paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend thereunder shall have been terminated, the First Lien Agent, then (b) until the indebtedness pursuant to the Second Lien Debt Documents is paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred), the Second Lien Agent and then (c) any other holder of Senior Debt at such time, or any agent on behalf of such holder.

“Senior Debt” means (i) all Indebtedness of the Company or any guarantor outstanding under Credit Facilities and all Hedging Obligations with respect thereto, (ii) any other Indebtedness of the Company unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes, and (iii) all Obligations with respect to the items listed in the preceding clauses (i) and (ii). Notwithstanding anything to the contrary in the foregoing, Senior Debt shall not include (w) any liability for federal, state, local or other taxes owed or owing to the Company, (x) any intercompany Indebtedness of the Company or any of its subsidiaries owing to the Company or any of its affiliates; and (y) any trade payables.

“Senior Debt Documents” means the First Lien Debt Documents, the Second Lien Debt Documents and all other agreements, documents and instruments executed from time to time in connection with the Senior Debt, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

ARTICLE 5 Amendment and Waiver. Except as otherwise expressly provided herein (including, without limitation, in Section 13(m)), the provisions of this Note may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only upon the written consent of the Majority Noteholders; provided that the written consent of all Holders of Notes shall be required to (i) change the Maturity Date of any Note, (ii) change the Interest Rate on any Note, (iii) change the principal amount of any Note or (iv) amend, modify or waive any of Sections 2(c), 2(d), 2(f), 3(a)(i), 4 (including the definitions set forth therein) or 13 of any Note or (v) amend or modify this Section 5 of any Note.

ARTICLE 6 Cancellation. After all principal and accrued interest at any time owed on this Note has been paid in full in cash, this Note shall be surrendered to the Company for cancellation and shall not be reissued.

ARTICLE 7 Payments. All payments in cash to be made to the Holder shall be made in the lawful money of the United States of America in immediately available funds.

ARTICLE 8 Place of Payment. Payments of principal and interest shall be delivered to the Holder at such address as is specified by prior written notice by the Holder.

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ARTICLE 9 Governing Law. All questions concerning the construction, validity and interpretation of this Note will be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule. Any litigation arising hereunder or related thereto shall be tried by the United States District Court for the Southern District of New York, provided that if such litigation shall not be permitted to be tried by such court then such litigation shall be held in the state courts of New York sitting in New York City. The Company, and for purposes of Section 13, the Noteholders, irrevocably consent to and confer personal jurisdiction on the United States District Court for the Southern District of New York, or, if (but only if) the litigation in question shall not be permitted to be tried by such court, on the state courts of New York sitting in New York City, and expressly waives any objection to the venue of such court, as the case may be.

ARTICLE 10 Waiver of Presentment, Demand and Dishonor. The Company hereby waives presentment for payment, protest, demand, notice of protest, notice of nonpayment and diligence with respect to this Note, and waives and renounces all rights to the benefits of any statute of limitations or any moratorium, appraisement, exemption, or homestead now provided or that hereafter may be provided by any federal or applicable state statute, including but not limited to exemptions provided by or allowed under the Bankruptcy Code, both as to itself and as to all of its property, whether real or personal, against the enforcement and collection of the obligations evidenced by this Note and any and all extensions, renewals, and modifications hereof.

ARTICLE 11 Business Days. If any payment is due, or any time period for giving notice or taking action expires, on a day which is a Saturday, Sunday or legal holiday in the State of New York, the payment shall be due and payable on, and the time period shall automatically be extended to, the next business day immediately following such Saturday, Sunday or legal holiday, and interest shall continue to accrue at the required rate hereunder until any such payment is made.

ARTICLE 12 Usury Laws. It is the intention of the Company and the Holder to conform strictly to all applicable usury laws now or hereafter in force, and any interest payable under this Note shall be subject to reduction to the amount not in excess of the maximum legal amount allowed under the applicable usury laws as now or hereafter construed by the courts having jurisdiction over such matters. If the maturity of this Note is accelerated by reason of an election by the Holder resulting from an Event of Default, optional prepayment by the Company or otherwise, then earned interest may never include more than the maximum amount permitted by law, computed from the date hereof until payment, and any interest in excess of the maximum amount permitted by law shall be canceled automatically and, if theretofore paid, shall at the option of the Holder either be rebated to the Company or credited on the principal amount of this Note, or if this Note has been paid, then the excess shall be rebated to the Company. The aggregate of all interest (whether designated as interest, service charges, points or otherwise) contracted for, chargeable, or receivable under this Note shall under no circumstances exceed the maximum legal rate upon the unpaid principal balance of this Note remaining unpaid from time to time. If such interest does exceed the maximum legal rate, it shall be deemed a mistake and such excess shall be canceled automatically and, if theretofore paid, rebated to the Company or credited on the principal amount of this Note, or if this Note has been repaid, then such excess shall be rebated to the Company.

ARTICLE 13 Subordination. Notwithstanding anything to the contrary set forth in this Note:

Section 13.1 Agreement to Subordinate. The Company agrees, and the Holder by accepting a Note agrees, that the obligations evidenced by the Notes are subordinated in right of payment, to the extent and in the manner provided in this Section 13, to the prior payment in full in cash of all Senior Debt (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed) (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred), and that the subordination is for the benefit of the holders of Senior Debt. Each holder of Senior Debt, whether such Senior Debt is now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired Senior Debt in reliance upon the provisions contained in this Section 13.

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Section 13.2 Liquidation; Dissolution; Bankruptcy. Upon any distribution, whether in cash, securities or other property, to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar Proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshaling of the Company’s assets and liabilities:

(a) holders of Senior Debt shall be entitled to receive payment in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such Proceeding at the rate specified in the applicable Senior Debt) before the Holder of the Notes shall be entitled to receive any payment with respect to the Notes (except that the Holder may receive (A) Permitted Junior Securities and (B) Payment-in-Kind Interest); and until all Obligations with respect to Senior Debt (as provided in clause (i) above) are paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend under the Senior Debt Documents shall have been terminated, any distribution to which the Holder would be entitled but for this Section 13 shall be made to the Senior Agent (except that holders of Notes may receive (A) Permitted Junior Securities and (B) Payment-in-Kind Interest). The Holder irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such distributions to the Senior Agent. The Holder also irrevocably authorizes and empowers the Senior Agent, in the name of the Holder, to demand, sue for, collect and receive any and all such distributions.

(b) the Holder agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt;

(c) the Holder agrees to execute, verify, deliver and file any proofs of claim in respect of this Note requested by the Senior Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints the Senior Agent its agent and attorney-in-fact to execute, verify, deliver and file such proofs of claim upon the failure of the Holder promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim; provided that Senior Agent shall have no obligation to execute, verify, deliver and/or file any such proof of claim; and

(d) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Section 13 shall continue to govern the relative rights and priorities of the holders of Senior Debt and the Holder even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and the provisions of this Section 13 shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

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Section 13.3 Payment Restrictions. The Company may not make any payment or distribution, whether in cash, securities or other property, to any Holder in respect of Obligations with respect to the Notes and may not acquire from any Holder any Notes for cash or property (other than (i) Permitted Junior Securities and (ii) Payment-in-Kind Interest) until all principal and other Obligations with respect to the Senior Debt have been paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend under the Senior Debt Documents shall have been terminated if (x) a default on Designated Senior Debt has occurred and is continuing or (y) such payment or distribution is not permitted by one or both Credit Agreements at such time.

Section 13.4 Remedies Block. Until the Senior Debt is paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend under the Senior Debt Documents shall have been terminated, the Holder shall not, without the prior written consent of the agent or representative under any Senior Debt (including the Senior Agent), (i) sue for payment of, or to initiate or participate with others in any suit, action or proceeding against the Company (A) to enforce payment of or to collect the whole or any part of this Note or (B) to commence judicial enforcement of any of the rights and remedies under this Indenture or applicable law with respect to this Note, or (ii) accelerate the Notes (it being understood that the Notes will automatically accelerate in the case of an Event of Default of the type set forth in Section 3(a)(ii)). Notwithstanding anything to the contrary in this Section 13(d), the Holders may take any of the actions set forth in clauses (i) and (ii) of this Section 13(d) to the extent available under this Note and applicable law, after the first to occur of: (x) the acceleration of any Senior Debt; provided, however, that the Senior Agent shall have received ten (10) days’ prior written notice of the Holder’s intention to effect such acceleration, (y) the date of initiation of any Proceeding or institution or commencement of any remedies against the Company in respect of the Senior Debt to foreclose upon a material portion or item of collateral and (z) the date the Senior Debt is paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend under the Senior Debt Documents shall have been terminated. Notwithstanding the foregoing, the Holder may (x) vote a claim and file proofs of claim against any Company in any Proceeding involving a Company, (y) commence legal proceedings to the extent necessary to prevent the running of applicable statutes of limitation or similar restrictions on claims and (z) make compulsory cross claims or counterclaims. Any distributions or other proceeds of any enforcement action described in clauses (i) and (ii) of the immediately preceding sentence obtained by the Holder in violation of the foregoing prohibition shall in any event be held in trust by it for the benefit of the Senior Agent and promptly paid or delivered to the Senior Agent in the form received until all Senior Debt is paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend under the Senior Debt Documents shall have been terminated.

Section 13.5 Acceleration of Notes. If payment of this Note is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of the acceleration.

Section 13.6 When Distribution Must Be Paid Over. In the event that the Holder receives any payment or other distribution, whether in cash, securities or other property, on account of any Obligations with respect to this Note not permitted to be made by the Company or accepted by the Holder under this Section 13, such payment or other distribution shall not be commingled with any of the assets of the Holder and shall be held by the Holder, in trust for the benefit of the Senior Agent, and shall promptly be paid over and delivered to, the Senior Agent, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid until all the Senior Debt is paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend under the Senior Debt Documents have been terminated.

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Section 13.7 Notice by Company. The Company shall promptly notify Holder of any facts known to the Company that would cause a payment of any Obligations with respect to this Note to violate this Section 13, but failure to give such notice shall not affect the subordination of this Note to the Senior Debt as provided in this Section 13.

Section 13.8 Subrogation. After all Senior Debt is paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend under the Senior Debt Documents have been terminated and until the Note is paid in full, the Holder shall be subrogated (equally and ratably with all other Indebtedness pari passu with this Note) to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to the Holder have been applied to the payment of Senior Debt. A distribution made under this Section 13 to holders of Senior Debt that otherwise would have been made to the Holder is not, as between the Company and the Holder, a payment by the Company on the Notes.

Section 13.9 Relative Rights. This Section 13 defines the relative rights of the Holder and holders of Senior Debt. Nothing in this Section 13 shall:

(a) impair, as between the Company and the Holder, the obligation of the Company, which is absolute and unconditional, to pay principal of and interest on this Note in accordance with its terms;

(b) affect the relative rights of the Holder and creditors of the Company other than their rights in relation to holders of Senior Debt; or

(c) prevent Holder from exercising its available remedies upon an Event of Default, subject to the limitations set forth herein.

Section 13.10 Payment. If the Company fails because of this Section 13 to pay principal of or interest on a Note on the due date, the failure is still an Event of Default.

Section 13.11 Subordination May Not Be Impaired by Company. No right of any holder of Senior Debt to enforce the subordination of the Indebtedness evidenced by this Note shall be impaired by any act or failure to act by the Company or the Holder or by the failure of the Company or the Holder to comply with this Section 13.

Section 13.12 Distribution or Notice to Representative. Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution shall be made and the notice given to the Senior Agent. Upon any payment or distribution of assets of the Company referred to in this Section 13, the Holder shall be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of the Senior Agent or of the liquidating trustee or agent or other Person making any distribution to the Holder for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 13.

Section 13.13 Amendments. The provisions of this Section 13 shall not be amended or modified without the prior written consent of the requisite holders of each issue of Senior Debt and shall not be affected, modified or impaired in any manner or to any extent by any amendment or modification of or supplement to the Credit Agreements.

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Section 13.14 No Collateral or Guaranties. Until the Senior Debt is paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend under the Senior Debt Documents shall have been terminated, the Holder shall not, without the prior written consent of the Senior Agent, accept any collateral, guaranties or other security or similar third party support agreements for the Note.

Section 13.15 Modifications to Senior Debt Documents. Any holder of Senior Debt may at any time and from time to time without the consent of or notice to the Holder, without incurring liability to the Holder and without impairing or releasing the obligations of the Holder under this Note, change the manner or place of payment or extend the time of payment of or renew or alter any of the terms of the Senior Debt, or amend in any manner any agreement, note, guaranty or other instrument evidencing or securing or otherwise relating to the Senior Debt.

Section 13.16 Assignments of Senior Debt. The holders of the Senior Debt may, from time to time, assign or transfer any or all of the Senior Debt or any interest therein to any Person in accordance with the applicable Senior Debt Documents and, notwithstanding any such assignment or transfer, or any subsequent assignment or transfer, the Senior Debt shall, subject to the terms hereof, be and remain Senior Debt for purposes of this Section 13, and every permitted assignee or transferee of any of the Senior Debt or of any interest therein shall, to the extent of the interest of such permitted assignee or transferee in the applicable Senior Debt Documents, be entitled to rely upon and be the third party beneficiary of the subordination provided under this Section 13 and shall be entitled to enforce the terms and provisions hereof to the same extent as if such assignee or transferee were initially a party hereto; provided that, with respect to any payments or property that the Holder is required to deliver to the Senior Agent, the Holder shall be permitted to pay the Person that the Holder most recently received notice from the Senior Agent to deliver such payments or property to and the Holder shall not be liable to any such permitted assignee or transferee for delivering any such payment or property to such Person.

Section 13.17 Third Party Beneficiary. The Holder expressly acknowledges and agrees that each holder of Senior Debt is an intended third party beneficiary of the subordination provided under this Section 13; provided, that each such holder of Senior Debt shall comply with its obligation to provide notice in accordance with Section 16 of this Note.

ARTICLE 14 Assignments of this Note. Until the Senior Debt has been paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend under the Senior Debt Documents have been terminated, the provisions of this Note (including, for the avoidance of doubt, the subordination provisions in Section 13) shall be binding on any successors and assigns or other transferees of this Note; provided, however, that (a) the Company may not assign this Note or any rights or duties hereunder without the Holder’s prior written consent and any prohibited assignment shall be absolutely void ab initio and (b) the Holder shall provide the Senior Agent notice in accordance with the notice provisions set forth in Section 16 promptly after making any assignment of this Note.

ARTICLE 15 Severability. In the event that any provision of this Note is deemed to be invalid, illegal or unenforceable by reason of the operation of any law or by reason of the interpretation placed thereon by any court or governmental authority, the validity, legality and enforceability of the remaining provisions of this Note shall not in any way be affected or impaired thereby, and the affected provision shall be modified to the minimum extent permitted by law so as most fully to achieve the intention of this Note.

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ARTICLE 16 Notices. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, or sent by facsimile or United States of America mail or courier service and shall be deemed to have been given when delivered in person or by courier service, upon receipt of facsimile in complete and legible form, or three Business Days after depositing it in the United States of America mail with postage prepaid and properly addressed; provided that notices to the Holder shall not be effective until received. For the purposes hereof, the address of Payee, the Holder, the First Lien Agent and the Second Lien Agent shall be (a) as set forth below or (b) such other address as shall be designated by such Person in a written notice delivered to the other parties hereto (and, with respect to any new address designation of the Holder, to the Senior Agent for purposes of Section 13(p)). If any other holder of the Senior Debt shall become the Senior Agent, such holder shall deliver its address to the Holder pursuant to this Section 16.

COMPANY	FIRST LIEN AGENT
Westwood One, Inc.	General Electric Capital Corporation
222 West 42nd St.	11175 Cicero Drive, Suite 600
New York, NY 10036	Alpharetta, GA 30022-1167
Attn: Hiram Lazar	Attn: Westwood One, Inc. Account Manager
Tel: (212) 419-2890	Tel: (678) 624-7900
Fax: (646) 285-0174	Fax: (678) 624-7930
with a copy to:	with a copy to:
Kirkland & Ellis LLP	Sidley Austin LLP
333 S. Hope Street	One S. Dearborn
Los Angeles, California 90071	Chicago, Illinois 60603
Attn: David Nemecek	Attn: Michael Gold
Tel: (213) 680-8111	Tel: (312) 853-7148
Fax: (213) 808-8107	Fax: (312) 853-7036
HOLDER	SECOND LIEN AGENT
[Name]	Cortland Capital Market Services LLC
[address]	225 West Washington Street, Suite 1420
	Chicago, Illinois 60606
	Attn: Mike Fredian
	Tel: (312) 564-5078
	Fax: (312) 376-0751
	with a copy to:
	McGuireWoods LLP
	77 West Wacker Drive, Suite 4100
	Chicago, Illinois 60601
	Attn: Mark A. Kromkowski
	Tel: (312) 849-8170
	Fax: (312) 698-4548

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and:

Macquarie Capital (USA) Inc.

125 West 55^th Street 

New York, New York 10019

Attn: Arvind Admal

Tel: (212) 231-2099

Fax: (212) 231-0629

Attn: David Anekstein

Tel: (212) 231-6187

Fax: (212) 231-0629

and:

Latham & Watkins LLP

355 S. Grand Ave. 

Los Angeles, California 90071

Attn: Stacey Rosenberg

Tel: (213) 891-8554

Fax: (213) 891-8763

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* * * * *

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IN WITNESS WHEREOF, the Company has executed and delivered this Note on the date first written above.

WESTWOOD ONE, INC.
By:
	Name:
	Title:

The undersigned hereby agrees to the provisions of Section 13.

[HOLDER]
By:
	Name:
	Title:

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Exhibit H
to
Credit Agreement

Form of Solvency Certificate

October 21, 2011

This Solvency Certificate is being executed and delivered pursuant to Section 3.1(h) of that certain Credit Agreement dated as of the date hereof, by and among Westwood One, Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined below), Cortland Capital Market Services LLC (“Cortland”), as administrative agent and collateral agent for the Lenders, and Macquarie Capital (USA) Inc., as syndication agent (the “Credit Agreement”; capitalized terms used herein without definition shall have the meaning assigned to them in the Credit Agreement).

I, [•], the [Chief Financial Officer][President][Chief Executive Officer] of the Borrower, in such capacity and not in an individual capacity, hereby certify that I am the [Chief Financial Officer][President][Chief Executive Officer] of the Borrower and that I am generally familiar with the businesses and assets of the Borrower and its Subsidiaries (taken as a whole), I have made such other investigations and inquiries as I have deemed appropriate and am duly authorized to execute this Solvency Certificate on behalf of the Borrower pursuant to the Credit Agreement.

I further certify, in my capacity as [Chief Financial Officer][President][Chief Executive Officer] of the Borrower, and not in my individual capacity, as of the date hereof and after giving effect to the Acquisition and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement and any other funded indebtedness incurred to consummate the Acquisition, that, (i) the fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the total amount of liabilities, including contingent liabilities, of the Borrower and its Subsidiaries, on a consolidated basis; (ii) the present fair saleable value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, is not less than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries, on a consolidated basis, on their debts and liabilities as they become absolute and matured; (iii) the Borrower and its Subsidiaries, on a consolidated basis, are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which the Borrower’s and its Subsidiaries’ assets, on a consolidated basis, would constitute unreasonably small capital; and (iv) the Borrower and its Subsidiaries do not intend to, and do not believe that they will, incur debts or liabilities, on a consolidated basis, beyond their ability to pay such debts and liabilities as they mature. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

[Remainder of page intentionally left blank]

H-1

IN WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above.

WESTWOOD ONE, INC.
By:
	Name:	[                                        ]
	Title:	[Chief Financial Officer][President]
		[Chief Executive Officer]

H-2

Exhibit I
to
Credit Agreement

Form of Affiliated Lender Assignment

This Assignment, dated as of the Effective Date, is entered into between the Assignor and the Assignee (each as identified on the signature pages hereof).

The parties hereto hereby agree as follows:

Borrower:	Westwood One, Inc., a Delaware corporation (the “Borrower”)
Administrative Agent:	Cortland Capital Market Services LLC, as administrative agent and collateral agent for the Lenders (in such capacity and together with its successors and permitted assigns, the “Administrative Agent”)
Credit Agreement:	Second Lien Credit Agreement, dated as of October 21, 2011, among the Borrower, the Lenders party thereto, the Administrative Agent and Macquarie Capital (USA) Inc., as syndication agent (in such capacity and together with its successors and permitted assigns, the “Syndication Agent”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definition are used as defined in the Credit Agreement)
[Trade Date:	__________,  _______]21
Effective Date:	____________, ______  22

21	Insert for informational purposes only if needed to determine other arrangements between the Assignor and the Assignee.
22	To be filled out by Administrative Agent upon entry in the Register.

EXHIBIT I-1

Aggregate Principal Amount of	Aggregate Principal Amount of
Term Loans for all Lenders	Term Loans Assigned23	Percentage Assigned24
$	$	_.                    %

[The Remainder of this Page Was Intentionally Left Blank]

23	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. The aggregate amounts are inserted for informational purposes only to help in calculating the percentages assigned which, themselves, are for informational purposes only.
24	Set forth, to at least 9 decimals, the Assigned Interest as a percentage of the aggregate Term Loans. This percentage is set forth for informational purposes only and is not intended to be binding. The assignments are based on the amounts assigned not on the percentages listed in this column.

EXHIBIT I-2

1. Assignment. Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, Assignor’s rights and obligations in its capacity as Lender under the Credit Agreement (including Liabilities owing to or by Assignor thereunder) and the other Loan Documents, in each case to the extent related to the amounts identified above (the “Assigned Interest”).

2. Representations, Warranties and Covenants of Assignors. Assignor (a) represents and warrants to Assignee, the Administrative Agent and the Syndication Agent that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims, and (iii) by executing, signing and delivering this Assignment via ClearPar^® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) makes no other representation or warranty and assumes no responsibility, including with respect to the aggregate amount of the Term Loans, the percentage of the Term Loans represented by the amounts assigned, any statements, representations and warranties made in or in connection with any Loan Document or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any Loan Document or any document or information provided in connection therewith and the existence, nature or value of any Collateral, (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Group Member or Loan Party or the performance or nonperformance by any Loan Party of any obligation under any Loan Document or any document provided in connection therewith and (d) attaches any Notes held by it evidencing at least in part the Assigned Interest of such Assignor (or, if applicable, an affidavit of loss or similar affidavit therefor) and requests that the Administrative Agent exchange such Notes for new Notes in accordance with Section 2.14(e) of the Credit Agreement.

3. Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor, the Administrative Agent and the Syndication Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is an Affiliated Lender, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar^® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes (i) the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (ii) the Syndication Agent to take such action as syndication agent on its behalf and to exercise such powers under the Loans Documents as are delegate to the Syndication Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with Section 11.20 of the Credit Agreement, (f) specifies as its

EXHIBIT I-3

applicable address for notices (and as its lending offices in the case of a Debt Fund Affiliate, if applicable) the address (and offices, if applicable) set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9 and (i) the sale and assignment of the Assigned Interest satisfies the requirements of Section 11.2(g) of the Credit Agreement (either by satisfaction or wiaver of such requirements).

4. Determination of Effective Date; Register. Following the due execution and delivery of this Assignment by Assignor, Assignee and, to the extent required by Section 11.2(b) of the Credit Agreement, the Syndication Agent and the Borrower, this Assignment (including its attachments) will be delivered to the Administrative Agent for its recording in the Register. The effective date of this Assignment (the “Effective Date”) shall be the recording of this Assignment in the Register. The Administrative Agent shall insert the Effective Date when known in the space provided therefor at the beginning of this Assignment.

5. Effect. As of the Effective Date, (a) Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment, have the rights and obligations of a Lender under the Credit Agreement (subject to the provisions of Section 11.2(g)) and (b) Assignor shall, to the extent provided in this Assignment, relinquish its rights (except those surviving the payment in full of the Obligations) and be released from its obligations (except those surviving the payment in full of the Obligations) under the Loan Documents other than those obligations relating to events and circumstances occurring prior to the Effective Date.

6. Distribution of Payments. On and after the Effective Date, the Administrative Agent shall make all payments under the Loan Documents in respect of each Assigned Interest (a) in the case of amounts accrued to but excluding the Effective Date, to Assignor and (b) otherwise, to the Assignee.

7. Miscellaneous. This Assignment is a Loan Document and, as such, is subject to certain provisions of the Credit Agreement, including Sections 1.5 (Interpretation), 11.14(a) (Submission to Jurisdiction) and 11.15 (Waiver of Jury Trial) thereof. On and after the Effective Date, this Assignment shall be binding upon, and inure to the benefit of, the Assignors, Assignees, the Administrative Agent, the Syndication Agent and their Related Persons and their successors and assigns. This Assignment shall be governed by, and be construed and interpreted in accordance with, the law of the State of New York. This Assignment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Assignment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart of this Assignment.

[Signature Pages Follow]

EXHIBIT I-4

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[NAME OF ASSIGNOR]
	as Assignor
By:
	Name:
	Title:
[NAME OF ASSIGNEE]
	as Assignee
By:
	Name:
	Title:
[Lending office for Eurodollar Rate Loans]:25
[Insert Address (including contact name, fax
	number and e-mail address)]

²⁵ Lending office information only applicable for Debt Fund Affiliates, but notice information should also be provided for Non-Debt Fund Affiliates.

EXHIBIT I-5

ACCEPTED and AGREED
this __ day of ______ _____:
[MACQUARIE CAPITAL (USA) INC.
	as Syndication Agent
By:
	Name:
	Title:]26
[BORROWER27
By:
	Name:
	Title:]
SOLELY FOR PURPOSES OF CONFIRMING
RECORDATION IN REGISTER:
CORTLAND CAPITAL MARKET SERVICES LLC
	as Administrative Agent
By:
	Name:
	Title:

26	Include only if required pursuant to Section 11.2(b) of the Credit Agreement.
27	Include only if required pursuant to Section 11.2(b) of the Credit Agreement.

EXHIBIT I-6

Exhibit J
to
Credit Agreement

Form Intercompany Subordination Provisions

[Non-Loan Party] agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to [non-Loan Party] by [Loan Party] (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate in right of payment to the prior payment in full in cash of the Obligations (other than unasserted contingent indemnification obligations and unasserted expense reimbursement obligations). [Non-Loan Party] hereby agrees that it will not following written notice by any Agent (and in any case without notice following the occurrence and during the continuance of any Event of Default under Section 9.1(e) of the Credit Agreement), while any Event of Default is continuing, accept any payment, including by any offset, on any Intercompany Debt until the Termination Date (as defined in the Guaranty and Security Agreement).

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

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

Capitalized terms used but not defined herein have the meanings set forth in the Second Lien Credit Agreement, dated as of October 21, 2011, among Westwood One, Inc., the Lenders party thereto, Cortland Capital Market Services LLC, as administrative agent and collateral agent for the Lenders, and Macquarie Capital (USA) Inc., as syndication agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.

EXHIBIT J-1

Exhibit K-1
to
Credit Agreement

Form of Series A Preferred Stock

[See attached]

EXHIBIT K-1-1

Exhibit K-2
to
Credit Agreement

Form of Series B Preferred Stock

[See attached]

EXHIBIT K-2-1

EX-10.4

Exhibit 10.4

EXECUTION VERSION

SECOND LIEN GUARANTY AND SECURITY AGREEMENT

Dated as of October 21, 2011

among

WESTWOOD ONE, INC.,

Each Grantor
From Time to Time Party Hereto

and

CORTLAND CAPITAL MARKET SERVICES LLC,
as Administrative Agent and Collateral Agent

TABLE OF CONTENTS

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

-i-

TABLE OF CONTENTS
(Continued)

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

-ii-

TABLE OF CONTENTS
(Continued)

ANNEXES AND SCHEDULES

Annex 1	Form of Pledge Amendment
Annex 2	Form of Joinder Agreement
Annex 3	Form of Intellectual Property Security Agreement
Schedule 1	Commercial Tort Claims
Schedule 2	Filings
Schedule 3	Jurisdiction of Organization; Chief Executive Office
Schedule 4	Securities and Deposit Accounts
Schedule 5	Location of Inventory and Equipment
Schedule 6	Pledged Collateral
Schedule 7	Intellectual Property

-iii-

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

W I T N E S S E T H:

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

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

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

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

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

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

ARTICLE I

DEFINED TERMS

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

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

SECOND LIEN GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

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

“Agreement” means this Guaranty and Security Agreement.

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

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

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

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

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

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

“Guarantor” means each Grantor other than the Borrower.

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

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

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

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

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

SECOND LIEN GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

2

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

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

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

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

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

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

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

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

SECOND LIEN GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

3

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

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

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

ARTICLE II

GUARANTY

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE III

GRANT OF SECURITY INTEREST

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

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

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

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

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

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

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

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

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

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE V

COVENANTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 5.4 Accounts. (a) [Reserved].

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VI

REMEDIAL PROVISIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VII

THE ADMINISTRATIVE AGENT

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

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

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25

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

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

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

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

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

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WESTWOOD ONE, INC.

26

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

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

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

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

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

SECOND LIEN GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

27

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

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Reinstatement. Each Grantor agrees that, if any payment made by any Loan Party or other Person and applied to the Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by any Secured Party to such Loan Party, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent such payment or repayment is annulled, avoided, set aside, rescinded, invalidated, refunded or repaid, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, (a) any Lien or other Collateral securing such Grantor’s liability hereunder shall have been released or terminated by virtue of the foregoing or (b) any provision of the Guaranty hereunder shall have been terminated, cancelled or surrendered in connection with the foregoing payment, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment.

SECOND LIEN GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

28

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

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

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

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

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

SECOND LIEN GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

29

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

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

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

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

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

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

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

SECOND LIEN GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

30

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

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

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

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

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WESTWOOD ONE, INC.

31

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

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

[Signature Pages Follow]

SECOND LIEN GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

32

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

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

[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR
WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT]

WESTWOOD ONE RADIO NETWORKS, INC., as Grantor
By:	/s/ Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer
WESTWOOD NATIONAL RADIO CORPORATION, as Grantor
By:	Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer
VERGE MEDIA COMPANIES, LLC, as Grantor
By:	Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer
VERGE MEDIA GROUP HOLDINGS, INC., as Grantor
By:	/s/ Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer
VERGE MEDIA INTERMEDIATE HOLDINGS, INC., as Grantor
By:	Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer

[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR
WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT]

VERGE MEDIA, INC., as Grantor
By:	/s/ Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer
VERGE MEDIA SOLUTIONS, LLC, as Grantor
By:	/s/ Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer
EXCELSIOR RADIO NETWORKS, LLC, as Grantor
By:	/s/ Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer
EXBT, LLC, as Grantor
By:	/s/ Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer
DIAL COMMUNICATIONS GLOBAL MEDIA, LLC, as Grantor
By:	/s/ Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer

[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR
WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT]

TRITON NETWORK GROUP, LLC, as Grantor
By:	/s/ Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer
EXCELSIORTM, INC., as Grantor
By:	/s/ Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer
TRITON MEDIA NETWORKS, LLC, as Grantor
By:	/s/ Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer
JPN, LLC, as Grantor
By:	/s/ Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer
TRITON RADIO NETWORK VENTURES, LLC, as Grantor
By:	/s/ Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer

[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR
WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT]

TRITON RADIO HOLDINGS, LLC, as Grantor
By:	/s/ Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer
TRITON MEDIAAMERICA, INC., as Grantor
By:	/s/ Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer
TRITON RADIO NETWORKS, LLC, as Grantor
By:	/s/ Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer
AMERICAN COMEDY NETWORK, LLC, as Grantor
By:	/s/ Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer
RDG EXCELSIOR HOLDINGS, LLC, as Grantor
By:	/s/ Spencer Brown
	Name:	Spencer Brown
	Title:	Chief Executive Officer

[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR
WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT]

ACCEPTED AND AGREED as of the date first above written:
CORTLAND CAPITAL MARKET SERVICES LLC,
as Administrative Agent
By:	/s/ Jessica J. Mead
	Name:	Jessica J. Mead
	Title:	General Counsel

[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR
WESTWOOD ONE, INC.’S SECOND LIEN CREDIT AGREEMENT]

ANNEX 1
TO
SECOND LIEN GUARANTY AND SECURITY AGREEMENT¹

FORM OF PLEDGE AMENDMENT

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

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

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

[GRANTOR]
By:
	Name:
	Title:

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

SECOND LIEN GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

A1-1

Annex 1-A

PLEDGED STOCK

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

PLEDGED DEBT INSTRUMENTS

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

SECOND LIEN GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

A1-2

ACKNOWLEDGED AND AGREED as of the date first above written:
CORTLAND CAPITAL MARKET SERVICES LLC,
as Administrative Agent
By:
	Name:
	Title:

SECOND LIEN GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

A1-3

ANNEX 2
TO
SECOND LIEN GUARANTY AND SECURITY AGREEMENT¹

FORM OF JOINDER AGREEMENT

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

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

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

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

¹ To be used for addition of a new Grantor.

SECOND LIEN GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

A2-1

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

[ADDITIONAL GRANTOR]
By:
	Name:
	Title:

ACKNOWLEDGED AND AGREED as of the date first above written:
By:
	Name:
	Title:
CORTLAND CAPITAL MARKET SERVICES LLC,
as Administrative Agent
By:
	Name:
	Title:

SECOND LIEN GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

A2-2

ANNEX 3
TO
SECOND LIEN GUARANTY AND SECURITY AGREEMENT

FORM OF SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT¹

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

W I T N E S S E T H:

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

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

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

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

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

1	Separate agreements should be executed relating to the Grantor’s respective Copyrights, Patents, and Trademarks.
2	To be omitted if Grantor is the Borrower.

A3-1

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

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

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

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

or

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

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

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

or

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

(b) all renewals and extensions of the foregoing;

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

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

³ To be included in Trademark Security Agreements.

A3-2

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

Section 3. Guaranty and Security Agreement. The security interest granted pursuant to this [Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with the security interest granted to the Administrative Agent pursuant to the Guaranty and Security Agreement and the Grantor hereby acknowledges and agrees that the rights and remedies of the Administrative Agent with respect to the security interest in the [Copyright] [Patent] [Trademark] Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

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

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

[signature pages follow]

A3-3

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

Very truly yours, [GRANTOR] as Grantor
By:
	Name:
	Title:

ACCEPTED AND AGREED as of the date first above written:
CORTLAND CAPITAL MARKET SERVICES LLC,
as Administrative Agent
By:
	Name: Title:

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

A3-4

SCHEDULE I|
TO
SECOND LIEN [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT

[Copyright] [Patent] [Trademark] Registrations

A.	REGISTERED [COPYRIGHTS] [PATENTS] [TRADEMARKS]
	[Include Registration Number and Date]
B.	[COPYRIGHT] [PATENT] [TRADEMARK] APPLICATIONS
	[Include Application Number and Date]

SECOND LIEN GUARANTY AND SECURITY AGREEMENT
WESTWOOD ONE, INC.

A3-I

EX-10.5

Exhibit 10.5

EXECUTION VERSION

REGISTRATION AGREEMENT

This REGISTRATION AGREEMENT (this “Agreement”), dated as of October 21, 2011, is made by and among (i) Westwood One, Inc., a Delaware corporation (the “Corporation”), (ii) Triton Media Group, LLC, a Delaware limited liability company (“Triton Media” and, together with any Person who executes a counterpart to, or otherwise agrees in writing to be bound by, this Agreement with the prior written consent of Triton Media, “Triton”), and (iii) Gores Radio Holdings, LLC, a Delaware limited liability company (“Gores Radio” and, together with any Person who executes a counterpart to, or otherwise agrees in writing to be bound by, this Agreement with the prior written consent of Gores Radio, “Gores”). Triton and Gores are collectively referred to herein as the “Securityholders.” Capitalized terms used but not defined herein have the meanings set forth in Section 9 below.

WHEREAS, Gores is a holder of Class A Common Stock of the Corporation, par value $0.01 per share (“Class A Common Stock”), and Triton is a holder of Class B Common Stock of the Corporation, par value $0.01 per share (“Class B Common Stock” and, together with the Class A Common Stock, “Common Stock”), which Class B Common Stock is convertible into Class A Common Stock in accordance with the terms of the Amended and Restated Certificate of Incorporation of the Corporation; and

WHEREAS, Gores is party to a Registration Rights Agreement, dated as of March 3, 2008, between the Corporation and Gores, as amended (the “Existing Gores Agreement”), which is terminated and of no further force or effect as of the date hereof pursuant to Section 10 below.

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Demand Registrations.

(a) Requests for Registration.

The holders of a majority of the Triton Registrable Securities may request registration under the Securities Act of all or part of its Registrable Securities on Form S-1 or any similar long-form registration (“Triton Long-Form Registrations”) or, if available, on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Triton Short-Form Registrations”); provided that only two (2) Triton Long-Form Registrations may be requested hereunder. In addition, the holders of a majority of the Gores Registrable Securities may request registration under the Securities Act of all or part of its Registrable Securities on Form S-1 or any similar long-form registration (“Gores Long-Form Registration” and, together with Triton Long-Form Registrations, “Long-Form Registrations”) or, if available, on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Gores Short-Form Registrations” and, together with Triton Short-Form Registrations, “Short-Form Registrations”); provided that only one (1) Gores Long-Form Registration may be requested hereunder. The aggregate

offering value of the Registrable Securities requested to be registered in any Long-Form Registration must equal at least $25,000,000, and the aggregate offering value of the Registrable Securities requested to be registered in any Short-Form Registration must equal at least $10,000,000. A requested Long-Form Registration shall not count as one of the permitted Long-Form Registrations until it has become effective, and no Long-Form Registration shall count as one of the permitted Long-Form Registrations unless the party requesting such registration is able to register and sell 85% of its Registrable Securities requested to be included in such registration. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within five (5) days after receipt of any such request, the Corporation shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to Section 1(d), will include in such registration all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein from such Persons within twenty (20) days after the receipt of the Corporation’s notice.

(b) Long-Form Registrations.

Subject to Section 1(a), the holders of a majority of the Triton Registrable Securities shall be entitled to request two (2) Triton Long-Form Registrations, and the holders of a majority of the Gores Registrable Securities shall be entitled to request one (1) Gores Long-Form Registration, in each case in which the Corporation shall pay all Registration Expenses (as defined below in Section 5). The Corporation shall pay all Registration Expenses in connection with any registration initiated as a permitted Long-Form Registration whether or not it has become effective and whether or not such registration is counted as one of the permitted Long-Form Registrations. All Long-Form Registrations shall be underwritten registrations.

(c) Short-Form Registrations.

Subject to Section 1(a), in addition to the Long-Form Registrations provided pursuant to Section 1(b), the holders of a majority of the Triton Registrable Securities shall be entitled to request an unlimited number of Triton Short-Form Registrations, and the holders of a majority of the Gores Registrable Securities shall be entitled to request an unlimited number of Gores Short-Form Registrations, in each case in which the Corporation shall pay all Registration Expenses. Demand Registrations will be Short-Form Registrations whenever the Corporation is permitted to use any applicable short form. The Corporation shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the holders of a majority of Registrable Securities initially requesting such registration. If the Corporation, pursuant to the request of the holders of a majority of the Triton Registrable Securities or the holders of a majority of the Gores Registrable Securities, as applicable, is qualified to and has filed with the Securities and Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then the Corporation shall use reasonable best efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Corporation shall cause such Required Registration to remain effective until the date on which all Triton Registrable Securities or Gores Registrable Securities, as applicable, included in such registration have been sold pursuant to the Required Registration.

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(d) Priority on Demand Registrations.

The Corporation shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities initially requesting such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Corporation in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within the price range acceptable to the holders of a majority of the Registrable Securities initially requesting such registration, the Corporation will include in such registration, (i) first, the Registrable Securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the respective holders of such securities on the basis of the number of shares of such securities owned by each such holder, (ii) second, the Investor Securities requested to be included in such registration by the Investor Stockholders pursuant to the Investor Rights Agreement that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the respective holders of such securities on the basis of the number of shares of such securities owned by each such holder, and (iii) third, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

(e) Restrictions on Demand Registrations.

The Corporation shall not be obligated to effect any Long-Form Registration within 90 days after the effective date of a previous Long-Form Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to Section 2 and in which there was no reduction in the number of Registrable Securities requested to be included. The Corporation may postpone for up to 90 days the filing or the effectiveness of a registration statement for a Demand Registration if the Corporation furnishes to the holders of Registrable Securities a certificate signed by the Chief Executive Officer of the Corporation, following consultation with, and after obtaining the good faith approval of, the board of directors of the Corporation, stating that the Corporation believes that such postponement is reasonably necessary in order to avoid premature disclosure of a material matter required, as determined by the Corporation after consultation with outside counsel, to be otherwise disclosed in the prospectus, the disclosure of which the board has determined would have a material adverse effect on any proposal or plan by the Corporation and its Subsidiaries to acquire financing or engage in any acquisition of assets (other than in the ordinary course of business) or any merger, amalgamation, consolidation, tender offer or similar transaction; provided, however, that the Corporation shall not be entitled to so postpone unless it shall (A) concurrently request the suspension of sales by other security holders under registration statements covering securities held by such other security holders, (B) in accordance with the Corporation’s policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the Corporation, and (C) itself refrain from any public offering and open market purchases during the postponement; provided further that, in such event, the Corporation shall pay all Registration Expenses in connection with such registration. The Corporation may delay a Demand Registration hereunder only once in any twelve-month period.

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(f) Selection of Underwriters.

The holders of a majority of the Registrable Securities included in any Demand Registration shall have the right to select the investment banker(s) and managing underwriter(s) to administer the offering.

(g) Other Registration Rights. Except as provided in this Agreement, the Corporation will not grant to any holder or prospective holder of any securities of the Corporation registration rights with respect to such securities which are senior to the rights granted hereunder without the prior written consent of the holders of a majority of Triton Registrable Securities and Gores Registrable Securities.

2. Piggyback Registrations.

(a) Right to Piggyback.

Whenever the Corporation proposes to register any of its equity securities (including any proposed registration of the Corporation’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1 or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Corporation shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and will include in such registration all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein from such Persons within twenty (20) days after the receipt of the Corporation’s notice.

(b) Piggyback Expenses.

The Registration Expenses of the holders of Registrable Securities shall be paid by the Corporation in all Piggyback Registrations, whether or not such registration is consummated.

(c) Priority on Primary Registrations.

If a Piggyback Registration is an underwritten primary registration on behalf of the Corporation, and the managing underwriters advise the Corporation in writing that, in their opinion, the number of securities requested to be included in such offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Corporation, then the Corporation shall include in such registration (i) first, the securities the Corporation proposes to sell that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, (ii) second, (A) the Registrable Securities requested to be included in such registration, and (B) the Investor Securities requested to be included in such registration by the Investor Stockholders pursuant to the Investor Rights Agreement, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the respective holders of such securities on the basis of the number of shares of such securities owned by each such holder, and (iii) third, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

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(d) Priority on Secondary Registrations.

If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Corporation’s securities other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)), and the managing underwriters advise the Corporation in writing that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the securities initially requested to be included in such registration, then the Corporation shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, (A) the Registrable Securities requested to be included in such registration, and (B) the Investor Securities requested to be included in such registration by the Investor Stockholders pursuant to the Investor Rights Agreement, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the respective holders of such securities on the basis of the number of shares of such securities owned by each such holder, and (iii) third, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range.

(e) Selection of Underwriters.

If any Piggyback Registration is an underwritten offering, the selection of the investment banker(s) and managing underwriter(s) for the offering must be approved by the holders of a majority of the Registrable Securities included in such Piggyback Registration, which approval shall not be unreasonably withheld.

(f) Other Registrations.

If the Corporation has previously filed a registration statement with respect to Registrable Securities pursuant to Section 1 or pursuant to this Section 2, and if such previous registration has not been withdrawn or abandoned, then, unless such previous registration statement is a Required Registration, the Corporation shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-4 or S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least six months has elapsed from the effective date of such previous registration.

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3. Holdback Agreements.

(a) Each holder of Registrable Securities agrees that, in connection with any underwritten public offering of the Corporation’s equity securities, it shall not (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Corporation (“Securities”) (including Securities which may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission), or any securities, options, or rights convertible into or exchangeable or exercisable for Securities (“Other Securities”), (ii) enter into a transaction which would have the same effect as described in clause (i) of this Section 3(a), (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities or Other Securities, whether such transaction is to be settled by delivery of such Securities or Other Securities, in cash or otherwise, or (iv) publicly disclose the intention to enter into any transaction described in clause (i), (ii) or (iii) above, from the date on which the Corporation gives notice to the holders of Registrable Securities that a preliminary prospectus has been circulated for the underwritten public offering to the date that is 90 days following the date of the final prospectus for such underwritten public offering (or such longer period not to exceed 180 days required by the underwriters designated as “book-runners” managing such registered public offering), unless such book-runners otherwise agree in writing (such period, the “Holdback Period”); provided that the holdback obligations set forth in this Section 3(a) shall not be effective or shall be reduced, as applicable, if, in any underwritten offering, the managing underwriter indicates in writing to the Corporation that such holdback obligations are not necessary or may be shortened in the applicable Demand Registration or Piggyback Registration. If (x) the Corporation issues an earnings release or other material news or a material event relating to the Corporation and its Subsidiaries occurs during the last 17 days of the Holdback Period or (y) prior to the expiration of the Holdback Period, the Corporation announces that it will release earnings results during the 16-day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the Holdback Period shall be extended until 18 days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Corporation may impose stop-transfer instructions with respect to its securities that are subject to the foregoing restriction until the end of such period, including any period of Holdback Extension. The holdback obligations set forth in this Section 3(a) will automatically terminate upon any release or termination of such holdback obligations for the holders of a majority of the Registrable Securities.

(b) In connection with any underwritten public offering of the Corporation’s equity securities, each holder of Registrable Securities agrees to enter into any lockup or similar agreement requested by the underwriters managing the registered public offering that is consistent in all material respects with the holdback obligations provided for in Section 3(a) above and which the holders of a majority of the Registrable Securities to be included in the relevant offering agree to enter into.

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(c) The Corporation (i) agrees not to effect any Public Sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-4 or S-8 or any successor form) or, in the event of a Holdback Extension, for such longer period until the end of such period of Holdback Extension, unless the underwriters managing the registered public offering otherwise agree, and (ii) to the extent not inconsistent with applicable law, except as otherwise permitted by the holders of a majority of the Registrable Securities to be included in the relevant offering, shall cause (1) each other holder of its equity securities, or any securities convertible into or exchangeable or exercisable for such equity securities, purchased from the Corporation at any time (other than in a registered public offering), (2) each officer and director of the Corporation and (3) each other holder of securities selling in the underwritten offering to agree not to effect any Public Sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (as extended by any Holdback Extension) except as part of such underwritten registration, if otherwise permitted, unless the underwriters managing the registered public offering otherwise agree.

(d) Notwithstanding any other provision contained in this Agreement, the Corporation shall not include in any underwritten Demand Registration or underwritten Piggyback Registration any portion of Registrable Securities held by any officers or employees of the Corporation or any of its Subsidiaries the inclusion of which the underwriter of such Demand Registration or Piggyback Registration, as the case may be, determines is likely to adversely affect such offering.

(e) Notwithstanding anything to the contrary herein, except in the case of (i) a transfer to the Corporation, (ii) a Public Sale which does not violate Section 3(a) or 3(b), (iii) a transfer in connection with a Sale of the Corporation or (iv) a sale of less than 10% of the outstanding Common Stock to any Person or “group” (as defined in Section 13(d) of the Securities Exchange Act) (clauses (i) through (iv), a “Permitted Transfer”), prior to transferring any Registrable Securities to any Person not already a party to this Agreement (including by operation of law), the transferring Securityholder shall cause the prospective transferee to execute and deliver to the Corporation a counterpart of this Agreement thereby agreeing to be bound by the terms hereof. Any transfer or attempted transfer of any Registrable Securities in violation of any provision of this Agreement shall be void ab initio, and the Corporation shall not record such transfer on its books or treat any purported transferee of such securities as the owner of such securities for any purpose. Other than in the case of a Permitted Transfer, whether or not any such transferee has executed a counterpart hereto, such transferee shall be subject to the obligations of the transferor hereunder. The provisions of this Section 3(e) shall terminate upon a Sale of the Corporation.

(f) Each certificate, if any, evidencing Securities or Other Securities held by a Securityholder and each certificate, if any, issued in exchange for or upon the transfer of any such securities (unless such securities are no longer Registrable Securities) shall be stamped or otherwise imprinted with a legend in substantially the following form:

7

THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON  _____  AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS, SPECIFIED IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE ISSUER OF THE SECURITIES (THE “COMPANY”), AS AMENDED FROM TIME TO TIME. A COPY OF SUCH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

The Corporation shall imprint such legend on certificates, if any, evidencing Securities and Other Securities outstanding prior to the date hereof. The legend set forth above shall be removed from the certificates evidencing any securities which are no longer Registrable Securities.

4. Registration Procedures.

Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Corporation shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof and pursuant thereto the Corporation will as expeditiously as possible:

(a) in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and (within sixty (60) days after the end of the period within which requests for registration may be given to the Corporation) file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and thereafter use its reasonable best efforts to cause such registration statement to become effective as soon as practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Corporation shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel);

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(b) notify in writing each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of either (i) the longer of (x) not less than six months (subject to extension pursuant to Section 7(b)) or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer and (y) the period specified in Section 1(c) for registrations pursuant to Rule 415 under the Securities Act or (ii) such shorter period as will terminate when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (but in any event not before the expiration of any longer period required under the Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;

(c) furnish to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), each Free-Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Corporation shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4(d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

(e) notify in writing each seller of such Registrable Securities (i) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (ii) promptly after receipt thereof, of any request by the Securities and Exchange Commission for the amendment or supplementing of such registration statement or prospectus or for additional information, and (iii) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of any event as a result of which the prospectus included in such registration statement (x) contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made or (y) is otherwise not legally available to support sales of Registrable Securities;

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(f) prepare and file promptly with the Securities and Exchange Commission, and notify such holders of Registrable Securities prior to the filing of, such amendments or supplements to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, in case any of such holders of Registrable Securities or any underwriter for any such holders is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act or the rules and regulations promulgated thereunder, the Corporation shall use its best efforts to prepare promptly upon request of any such holder or underwriter such amendments or supplements to such registration statement and prospectus as may be necessary in order for such prospectus to comply with the requirements of the Securities Act and such rules and regulations;

(g) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Corporation are then listed;

(h) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(i) enter into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being included in such registration or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including participation in “road shows,” investor presentations and marketing events and effecting a share or unit split or a combination of shares or units);

(j) make available for inspection by any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant, or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, and cause the Corporation’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such underwriter, attorney, accountant, or agent in connection with such registration statement and assist and, at the request of any participating underwriter, use reasonable best efforts to cause such officers or directors to participate in presentations to prospective purchasers;

(k) take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

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(l) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months beginning with the first day of the Corporation’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(m) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, and in the event of the issuance of any such stop order or other such order the Corporation shall advise such holders of Registrable Securities of such stop order or other such order promptly after it shall receive notice or obtain knowledge thereof and shall use its best efforts promptly to obtain the withdrawal of such order;

(n) obtain one or more cold comfort letters, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement and addressed to the underwriters), from the Corporation’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities included in such registration reasonably request; and

(o) provide a legal opinion of the Corporation’s outside counsel, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by such opinions, which opinions shall be addressed to the underwriters. The Corporation may require each seller of Registrable Securities as to which any registration is being effected to furnish the Corporation such information regarding such seller and the distribution of such securities as the Corporation may from time to time reasonably request in writing.

5. Registration Expenses.

(a) All expenses incident to the Corporation’s performance of or compliance with this Agreement, including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, travel expenses, filing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Corporation and of all independent certified public accountants, underwriters including, if necessary, a “qualified independent underwriter” within the meaning of the rules of the Financial Industry Regulatory Authority, Inc. (in each case, excluding discounts and commissions), and other Persons retained by the Corporation or by the holders of Registrable Securities or their affiliates on behalf of the Corporation (all such expenses being herein called “Registration Expenses”), shall be borne as provided in this Agreement, except that the Corporation shall, in any event, pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Corporation are then listed. Each Person that sells securities pursuant to a Demand Registration or Piggyback Registration hereunder shall bear and pay all underwriting discounts and commissions applicable to the securities sold for such Person’s account.

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(b) In connection with each Demand Registration and each Piggyback Registration, the Corporation shall reimburse the holders of Registrable Securities included in such registration for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities included in such registration.

(c) To the extent Registration Expenses are not required to be paid by the Corporation, each holder of securities included in any registration hereunder shall pay those Registration Expenses allocable hereunder to the registration of such holder’s securities so included, and any Registration Expenses not so allocable shall be borne by all sellers of securities included in such registration in proportion to the aggregate selling price of each seller’s securities to be so registered.

6. Indemnification.

(a) The Corporation agrees to indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities and its Affiliates, and their respective officers, directors, managers, agents, and employees and each Person who controls such holder (within the meaning of the Securities Act) (each an “Indemnitee” and, collectively, the “Indemnitees”) against any losses, claims, damages or liabilities, joint or several, together with reasonable costs and expenses (including reasonable attorneys’ fees), to which such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, are based upon, are caused by or result from (i) any untrue or alleged untrue statement of material fact contained (A) in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or (B) in any application or other document or communication (in this Section 6 collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration statement under the “blue sky” or securities laws thereof, or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Corporation will reimburse each such Indemnitee for any legal or any other expenses incurred by him, her or it in connection with investigating or defending any such loss, claim, damage, expense, liability, action or proceeding; provided, however, that the Corporation shall not be liable in any such case to any such Person to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of, is based upon, is caused by or results from an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished to the Corporation by such holder expressly for use therein. In connection with an underwritten offering, the Corporation shall indemnify the underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.

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(b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder shall furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any such registration statement or prospectus and, to the fullest extent permitted by law, shall indemnify and hold harmless the other holders of Registrable Securities and the Corporation, and their respective directors, officers, managers, agents and employees and each other Person who controls the Corporation (within the meaning of the Securities Act) against any losses, claims, damages or liabilities, joint or several, together with reasonable costs and expenses (including reasonable attorney’s fees), to which such indemnified party may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, are based upon, are caused by or result from (i) any untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or in any application or (ii) any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in each case, in reliance upon and in conformity with written information prepared and furnished to the Corporation by such holder expressly for use therein; provided, however, that the obligation to indemnify will be several and not joint, as to each holder and will be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement.

(c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(d) The indemnifying party shall not, except with the approval of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to each indemnified party of a release from all liability in respect to such claim or litigation without any payment or consideration provided by such indemnified party.

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(e) If the indemnification provided for in this Section 6 is unavailable to or is insufficient to hold harmless an indemnified party under the provisions above in respect to any losses, claims, damages or liabilities referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative fault of the Corporation on the one hand and the sellers of Registrable Securities and any other sellers participating in the registration statement on the other hand or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative faults referred to in clause (i) above but also the relative benefit of the Corporation on the one hand and of the sellers of Registrable Securities and any other sellers participating in the registration statement on the other in connection with the registration statement or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Corporation on the one hand and the sellers of Registrable Securities and any other sellers participating in the registration statement on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) to the Corporation bear to the total net proceeds from the offering (before deducting expenses) to the sellers of Registrable Securities and any other sellers participating in the registration statement. The relative fault of the Corporation on the one hand and of the sellers of Registrable Securities and any other sellers participating in the registration statement on the other shall be determined by reference to, among other things, whether the untrue statement or alleged omission to state a material fact relates to information supplied by the Corporation or by the sellers of Registrable Securities or other sellers participating in the registration statement and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(f) The Corporation and the sellers of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation (even if the sellers of Registrable Securities were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6, no seller of Registrable Securities shall be required to contribute any amount in excess of the net proceeds received by such seller from the sale of Registrable Securities covered by the registration statement filed pursuant hereto. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(g) The indemnification and contribution by any such party provided for under this Agreement shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and will remain in full force and effect regardless of any investigation made or omitted by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities.

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7. Participation in Underwritten Registrations.

(a) No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Corporation to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Corporation or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Corporation or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof.

(b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Corporation of the happening of any event of the kind described in Section 4(e), such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 4(e); provided that the Corporation shall cause the period from and including the date of the giving of such notice pursuant to this Section 7 to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 4(f) (the “Suspension Period”) not to exceed 90 days in any twelve-month period. In the event the Corporation shall give any such notice, the applicable time period mentioned in Section 4(b) during which a Registration Statement is to remain effective shall be extended by the number of days during the Suspension Period.

8. Current Public Information.

The Corporation shall file in a timely manner all reports required to be filed by it under the Securities Act and the Securities Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission thereunder, and will take such further action as any holder or holders of Registrable Securities may reasonably request, all to the extent required to enable such holders to sell Registrable Securities pursuant to Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (as such rule may be amended from time to time, “Rule 144”) or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission. If requested by any holder of Registrable Securities, the Corporation shall deliver to such holder of Registrable Securities a written statement that the Corporation has complied with all Rule 144 filing requirements. Without limiting the generality of the foregoing, the Corporation agrees to make and keep adequate current public information available as those terms are understood and defined in Rule 144 under the Securities Act, at all times to the extent required to enable the holders of Registrable Securities covered by a Registration Statement to sell such Registrable Securities without registration under the Securities Act within the limitations of the exemptions provided by Rule 144 thereunder.

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9. Definitions.

“Agreement” has the meaning set forth in the preamble.

“application” has the meaning set forth in Section 6(a).

“Class A Common Stock” has the meaning set forth in the preamble.

“Class B Common Stock” has the meaning set forth in the preamble.

“Common Stock” has the meaning set forth in the preamble.

“Corporation” has the meaning set forth in the preamble.

“Demand Registrations” has the meaning set forth in Section 1(a)

“Existing Gores Agreement” has the meaning set forth in the preamble.

“Free-Writing Prospectus” means a free-writing prospectus, as defined in Rule 405 of the Securities Act.

“Gores” has the meaning set forth in the preamble.

“Gores Long-Form Registration” has the meaning set forth in Section 1(a).

“Gores Radio” has the meaning set forth in the preamble.

“Gores Registrable Securities” means (i) any Class A Common Stock held from time to time by Gores, (ii) Class A Common Stock of the Corporation issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization, and (iii) any other Class A Common Stock of the Corporation into which any other securities held from time to time by Gores is convertible or exchangeable. As to any particular Gores Registrable Securities, such securities shall cease to be Gores Registrable Securities when they (a) have been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (b) have been sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force), (c) have been purchased or otherwise acquired by any employee of the Corporation or any of its Subsidiaries or (d) have been repurchased by the Corporation or any Subsidiary. For purposes of this Agreement, a Person shall be deemed to be a holder of Gores Registrable Securities, and the Gores Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire directly or indirectly such Gores Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Gores Registrable Securities hereunder.

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“Gores Short-Form Registrations” has the meaning set forth in Section 1(a).

“Holdback Extension” has the meaning set forth in Section 3(a).

“Holdback Period” has the meaning set forth in Section 3(a).

“Indemnittee” and “Indemnitees” have the meanings set forth in Section 6(a).

“Investor Rights Agreement” means that certain Amended and Restated Investor Rights Agreement, dated as of October 21, 2011, among the Corporation, Gores Radio and the Investor Stockholders.

“Investor Securities” means the “Registrable Securities” as defined in the Investor Rights Agreement as in effect on the date hereof.

“Investor Stockholders” means the holders of the Investor Securities from time to time.

“Long-Form Registrations” has the meaning set forth in Section 1(a).

“Other Securities” has the meaning set forth in Section 3(a).

“Permitted Transfer” has the meaning set forth in Section 3(e).

“Person” means an individual, a partnership, a joint venture, an association, a joint stock company, a corporation, a limited liability company, a trust, an unincorporated organization, an investment fund, any other business entity or a governmental entity or any department, agency or political subdivision thereof.

“Piggyback Registration” has the meaning set forth in Section 2(a).

“Public Sale” means any sale of Registrable Securities to the public (i) pursuant to an offering effectively registered under the Securities Act or (ii) through a broker, dealer or market maker pursuant to the provisions of Rule 144 (or any similar provision then in effect) adopted under the Securities Act.

“Registrable Securities” means, collectively, the Triton Registrable Securities and the Gores Registrable Securities.

“Registration Expenses” has the meaning set forth in Section 5(a).

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“Required Registration” has the meaning set forth in Section 1(c).

“Rule 144” has the meaning set forth in Section 8.

“Sale of the Corporation” has the meaning set forth in the Amended and Restated Certificate of Incorporation of the Corporation.

“Securities” has the meaning set forth in Section 3(a).

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal law then in force.

“Securities and Exchange Commission” means the United States Securities and Exchange Commission and includes any governmental body or agency succeeding to the functions thereof.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal law then in force.

“Securityholders” has the meaning set forth in the preamble.

“Short-Form Registrations” has the meaning set forth in Section 1(a).

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more of the other Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing member, board of managers or general partner of such limited liability company, partnership, association, or other business entity.

“Suspension Period” has the meaning set forth in Section 7(b).

“Triton” has the meaning set forth in the preamble.

“Triton Long-Form Registrations” has the meaning set forth in Section 1(a).

“Triton Media” has the meaning set forth in the preamble.

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“Triton Registrable Securities” means (i) any Class A Common Stock held from time to time by Triton or into which Class B Common Stock held from time to time by Triton is convertible, (ii) Class A Common Stock of the Corporation issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization, and (iii) any other Class A Common Stock of the Corporation into which any other securities held from time to time by Triton is convertible or exchangeable. As to any particular Triton Registrable Securities, such securities shall cease to be Triton Registrable Securities when they (a) have been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (b) have been sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force), (c) have been purchased or otherwise acquired by any employee of the Corporation or any of its Subsidiaries or (d) have been repurchased by the Corporation or any Subsidiary. For purposes of this Agreement, a Person shall be deemed to be a holder of Triton Registrable Securities, and the Triton Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire directly or indirectly such Triton Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Triton Registrable Securities hereunder.

“Triton Short-Form Registrations” has the meaning set forth in Section 1(a).

10. Termination of Existing Gores Agreement.

Each of the Corporation and Gores hereby agrees and acknowledges that the Existing Gores Agreement is terminated and of no further force or effect as of the date hereof.

11. CBS Registration Rights.

Notwithstanding the other provisions of this Agreement, the rights of the Securityholders under this Agreement shall be adjusted to the extent required to prevent such rights from being inconsistent with the rights of CBS Radio, Inc. (“CBS”) under Section 1.2 (including with respect to inclusion of Registrable Securities in a registration statement provided under such section) or 1.4 of that certain Registration Rights Agreement, dated as of March 3, 2008, between the Corporation and CBS.

12. Miscellaneous.

(a) Notices.

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All notices, demands, or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given or made (a) when delivered personally to the recipient, (b) when sent by facsimile to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if sent by facsimile before 5:00 p.m. local time of the recipient on a business day, and otherwise on the next business day, or (c) one business day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands, and other communications shall be sent to the Corporation at the address set forth below and to any other recipient at the address indicated on the Schedule of Securityholders attached hereto, or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. The Corporation’s address is as follows:

Westwood One, Inc.
220 West 42nd Street, 3rd Floor
New York, NY 10036
Attention: Chief Executive Officer
Facsimile: (646) 285-0174

with copies (which shall not constitute notice) to:

Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
Attention: Christopher J. Greeno, P.C.
                  Tana M. Ryan
Facsimile: (312) 862-2200

(b) No Inconsistent Agreements. After the date hereof, the Corporation will not enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement. Except as provided in this Agreement, after the date hereof, the Corporation shall not grant to any Persons the right to request the Corporation to register any equity securities of the Corporation, or any securities, options, or rights convertible or exchangeable into or exercisable for such securities, without the prior written consent of the holders of a majority of the Registrable Securities.

(c) Adjustments Affecting Registrable Securities.

The Corporation will not take any action, or permit any change to occur, with respect to its securities which would materially and adversely affect the ability of the holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement or which would adversely affect the marketability of such Registrable Securities in any such registration (including effecting a stock split, combination of shares or other recapitalization).

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(d) Remedies.

Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

(e) Amendments and Waivers.

Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Corporation or the holders of Registrable Securities unless such modification, amendment or waiver is approved in writing by the Corporation and the holders of a majority of the Triton Registrable Securities and the Gores Registrable Securities. No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement, or condition. Notwithstanding the foregoing, an amendment or modification of this Agreement to add a party hereto and to grant such party registration rights will be effective against the Corporation and all holders of Registrable Securities if such modification, amendment or waiver is approved in writing by the Corporation and the holders of a majority of the Triton Registrable Securities and the Gores Registrable Securities (except that no additional consent shall be required with respect to any party who is given registration rights hereunder as a holder of Triton Registrable Securities or Gores Registrable Securities pursuant to the preamble of this Agreement). The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision in accordance with its terms.

(f) Securityholder Status. Notwithstanding anything to the contrary that may be set forth herein, at such time as any Securityholder ceases to hold any Registrable Securities, such Securityholder shall be deemed to no longer be a Securityholder for purposes of this Agreement and shall no longer be entitled to the rights or subject to the obligations of a Securityholder as set forth herein.

(g) Successors and Assigns; Third-Party Beneficiaries.

This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto (and the Persons specifically identified in Section 6) and their respective successors and assigns. In addition, and whether or not any express assignment shall have been made, the provisions of this Agreement which are for the benefit of the holders of Registrable Securities (or any portion thereof) as such shall be for the benefit of and enforceable by any subsequent holder of any Registrable Securities (or of such portion thereof); provided that such subsequent holder of Registrable Securities has executed a counterpart to, or otherwise agreed in writing to be bound by, this Agreement in accordance with the procedures set forth herein.

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(h) Severability.

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(i) Entire Agreement.

Except as otherwise expressly set forth herein, this document embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way, including without limitation the Existing Gores Agreement.

(j) Counterparts; Facsimile Signature.

This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. This Agreement may be executed by facsimile signature.

(k) Descriptive Headings.

The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(l) Governing Law.

All issues and questions concerning the relative rights and obligations of the Corporation and the Securityholders under this Agreement and the construction, validity, interpretation and enforceability of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(m) Consent to Jurisdiction. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the State of Delaware and the state courts of the State of Delaware for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby. Each of the parties hereto further agrees that service of any process, summons, notice or document by United States certified or registered mail to such party’s respective address set forth in Section 12(a), or such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party, shall be effective service of process in any action, suit or proceeding in the State of Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the United States District Court for the State of Delaware or the state courts of the State of Delaware and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

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(n) Mutual Waiver of Jury Trial.

Because disputes arising in connection with complex transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. Therefore, to achieve the best combination of the benefits of the judicial system and of arbitration, each party to this Agreement hereby waives all rights to trial by jury in any action, suit or proceeding brought to resolve any dispute between or among any of the parties hereto, whether arising in contract, tort or otherwise, arising out of, connected with, related or incidental to this Agreement or the transactions contemplated hereby.

(o) Business Days.

If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the state in which the Corporation’s chief executive office is located, the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday.

* * * * *

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IN WITNESS WHEREOF, the parties hereto have executed this Registration Agreement as of the day and year first above written.

WESTWOOD ONE, INC.
By:	/s/ David Hillman
	Name:	David Hillman
	Its: Executive Vice President

Signature Page — Registration Agreement

TRITON MEDIA GROUP, LLC
By:	/s/ Neal Schore
	Name:	Neal Schore
	Its: President and Chief Executive Officer

Signature Page — Registration Agreement

GORES RADIO HOLDINGS, LLC
By: THE GORES GROUP, LLC, its Manager
By:	/s/ Jonathan Gimbel Name: Jonathan Gimbel
	Its: Principal

Signature Page — Registration Agreement

SCHEDULE OF SECURITYHOLDERS

Name & Address

If to Triton:

Triton Media Group, LLC
15303 Ventura Boulevard, Suite 1500
Sherman Oaks, CA 91403
Attention: Chief Executive Officer
Facsimile: (818) 990-0930

with copies (which shall not constitute notice) to:

Oaktree Capital Management, L.P.
333 S. Grand Ave., 28th Floor
Los Angeles, CA 90071
Attention: Andrew Salter
Facsimile: (213) 830-6394

and

Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
Attention: Christopher J. Greeno, P.C.
                  Tana M. Ryan
Facsimile: (312) 862-2200

If to Gores:

Gores Radio Holdings, LLC
c/o The Gores Group, LLC
10877 Wilshire Blvd, 18^th Floor
Los Angeles, CA 90024
Attention: General Counsel
Facsimile: (310) 443-2149

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, CA 90071-3144
Attention: Rick C. Madden, Esq.
Facsimile: (213) 621-5379

EX-10.6

Exhibit 10.6

Execution Version

AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT

Among

WESTWOOD ONE, INC.,

GORES RADIO HOLDINGS, LLC

AND

CERTAIN OTHER INVESTORS

Dated as of October 21, 2011

TABLE OF CONTENTS

	Page
ARTICLE I.
DEFINITIONS; RULES OF CONSTRUCTION
SECTION 1.01. Definitions		1
SECTION 1.02. Rules of Construction		6
ARTICLE II.
REPRESENTATIONS AND WARRANTIES
ARTICLE III.
REPORTING OBLIGATIONS; SHARE TRANSFERS
SECTION 3.01. Reporting Requirements under 1934 Act		7
SECTION 3.02. Additional Securities; Recapitalizations; Exchanges, etc.		7
ARTICLE IV.
RIGHTS OF CERTAIN STOCKHOLDERS
SECTION 4.01. Tag-Along Rights		7
SECTION 4.02. Drag-Along Rights		9
SECTION 4.03. Preemptive Notice		10
SECTION 4.04. [Intentionally Omitted]		11
SECTION 4.05. [Intentionally Omitted]		11
SECTION 4.06. Piggyback Registration Rights		11
ARTICLE V.
MISCELLANEOUS
SECTION 5.01. Notices		13
SECTION 5.02. Binding Effect; Benefits		14
SECTION 5.03. Amendment		14
SECTION 5.04. Assignability		14
SECTION 5.05. Governing Law; Venue; Waiver of Jury Trial		14
SECTION 5.06. Enforcement		15
SECTION 5.07. Severability		15
SECTION 5.08. Section and Other Headings		15
SECTION 5.09. Counterparts		15
SECTION 5.10. Entire Agreement		15
SECTION 5.11. Termination		15
SECTION 5.12. Information Rights		16
SECTION 5.13. Confidentiality		16
SECTION 5.14. Fees and Expenses		17

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AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”), dated as of October 21, 2011, among Westwood One, Inc., a Delaware corporation (the “Company”), Gores Radio Holdings, LLC (“Gores”), and the other investors identified on Annex A hereto (the “Original Investor Stockholders”) and the parties executing a Joinder Agreement (as defined below) in accordance with the terms hereof.

RECITALS

WHEREAS, the parties previously entered into that certain Investor Rights Agreement dated as of April 23, 2009, as amended by that certain Third Amendment to Securities Purchase Agreement and First Amendment to Investor Rights Agreement dated as of August 17, 2010 (as so amended and as further amended from time to time prior to the Effective Date (as defined below), the “Existing Investor Rights Agreement”), providing for certain rights and restrictions with respect to the capital stock of the Company;

WHEREAS, the Company has entered into an Agreement and Plan of Merger, dated as of July 30, 2011, by and among the Company, Radio Network Holdings, LLC, and Verge Media Companies, Inc., pursuant to which Verge Media Companies, Inc. will merge with and into Radio Network Holdings, LLC, subject to the terms and conditions of such Merger Agreement (the “Merger”);

WHEREAS, Section 5.03 of the Existing Investor Rights Agreement provides that it may be amended, restated or modified by a written instrument executed by the Company and the Requisite Stockholders; and

WHEREAS, in connection with the Merger, the parties hereto desire to amend and restate the Existing Investor Rights Agreement upon the terms and conditions set forth below effective as of the date on which the Merger is consummated (the “Effective Date”).

NOW, THEREFORE, in consideration of the foregoing recitals and the premises and agreements, conditions and covenants contained herein, the parties hereby amend and restate in full the Existing Investor Rights Agreement to read as follows, effective as of the Effective Date:

ARTICLE I.

DEFINITIONS; RULES OF CONSTRUCTION

SECTION 1.01. Definitions. The following terms, as used herein, have the following meanings:

“Affiliate” of any specified Person means any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. No Person shall be deemed an Affiliate of another Person solely by virtue of the fact that both Persons own shares of the Company’s Capital Stock.

“Agreement” has the meaning set forth in the introductory paragraph hereto.

“Board” means the Board of Directors of the Company.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in The City of New York, New York are authorized or obligated by law or executive order to close.

“Capital Stock” means any and all shares, interests, participations, rights in or other equivalents (however designated) of the Company’s capital stock, and any rights, warrants or options exercisable or exchangeable for or convertible into such capital stock.

“CBS” means CBS Radio Inc.

“CBS Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement, dated as of March 3, 2008, by and between the Company and CBS.

“Class A Common Stock” means the Class A Common Stock of the Company, par value $0.01 per share.

“Class B Common Stock” means the Class B Common Stock of the Company, par value $0.01 per share.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means, collectively, the Class A Common Stock and the Class B Common Stock.

“Company” has the meaning set forth in the introductory paragraph hereto.

“Competitor” has the meaning set forth in Section 5.12.

“Conditions” means any required material third-party or governmental approvals, compliance with applicable laws and the absence of any injunction or similar legal order preventing such transaction.

“Effective Date” has the meaning set forth in the Recitals hereto.

“Eligible Offering” means an offer by the Company on or after the Effective Date to sell to any Person or Persons (including any of the Stockholders) for cash, any Capital Stock (or debt convertible into Capital Stock) of the Company, other than:

(i) in an underwritten public offering registered under the 1933 Act or pursuant to a Rule 144A offering under the 1933 Act;

(ii) pursuant to any stock option, stock purchase or other benefit plan, or agreement approved by the Board to independent contractors, employees, officers, directors, consultants, service providers and/or advisors to the Company or its subsidiaries; provided, that at the time such plan or agreement was approved, the total amount of Common Stock issuable under all stock option, stock purchase or other benefit plans or agreements of the Company (including such plan or agreement approved by the Board) does not exceed 20% of the Company’s then outstanding Common Stock;

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(iii) as consideration to any third party seller in connection with the bona fide acquisition by the Company or any subsidiary of the Company of the assets or securities of any Person in any transaction approved by the Board;

(iv) in connection with a stock split or recapitalization;

(v) as an inducement to a third party investor (in its capacity as a lender) in connection with any bona fide debt financing, subject to terms and conditions approved by the Board (but only if there are no Stockholders or Affiliates of the Company who are providing any portion of such debt financing); or

(vi) pursuant to the transactions contemplated by the Merger Agreement (including any issuance of Common Stock, Series A Preferred Stock of the Company or Series B Preferred Stock of the Company in connection with or arising out of such transactions, whether before or after the Effective Time).

“Existing Investor Rights Agreement” has the meaning set forth in the Recitals hereto.

“Gores” has the meaning set forth in the introductory paragraph hereto.

“Gores Investors” means Gores and its Related Persons that sign a Joinder Agreement in accordance with the terms hereof.

“Gores Registration Rights Agreement” means the Registration Rights Agreement to be entered into substantially contemporaneously with the consummation of the Merger by and between the Company, Gores and Triton Media Group, LLC.

“Investor Stockholders” means each Original Investor Stockholder and each direct or indirect transferee of such Original Investor Stockholder (other than any Gores Investor) that signs a Joinder Agreement in accordance with the terms hereof; provided, that a Person shall cease to be an Investor Stockholder (other than in connection with the sale by the Gores Investors of all of their shares of Capital Stock to a third party, in which case such Person shall continue to be subject to the provisions of Sections 4.01 and 4.02 and Article V) on the first date on which the applicable Investor Stockholder, together with its Related Persons that have executed a Joinder Agreement, owns less than 20% of the Class A Common Stock owned by the Investor Stockholder (together with the Related Persons of such Investor Stockholder that have executed a Joinder Agreement) as of the Effective Date (other than to the extent resulting from any stock splits, stock dividends, recapitalizations or other similar transactions).

“Joinder Agreement” means a joinder agreement, a form of which is attached hereto as Exhibit A.

“Merger” has the meaning set forth in the Recitals hereto.

“1933 Act” means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

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“1934 Act” means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“Oaktree Investors” means, collectively, Oaktree Capital Management, L.P. and its Related Persons.

“Offered Shares” has the meaning set forth in Section 4.01.

A Person is deemed to “own” or to have acquired “ownership” of a security if such Person (a) is the record owner of such security, (b) is the beneficial owner (within the meaning of Rule 13d-3 under the 1934 Act) of such security or (c) has the authority or right to vote such security.

“Original Effective Date” means April 23, 2009.

“Original Investor Stockholders” has the meaning set forth in the introductory paragraph hereto.

“Other Securityholders” has the meaning set forth in Section 4.06(b).

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government, a political subdivision or an agency or instrumentality thereof.

“Preemptive Notice” has the meaning set forth in Section 4.03.

“Pro Rata Portion” means, with respect to any Stockholder on any date, a fraction, the numerator of which is the number of shares of Class A Common Stock owned by such Stockholder and (b) the denominator of which (i) in the case of the use of “Pro Rata Portion” in Section 4.01, is the number of shares of Class A Common Stock owned by all Stockholders and (ii) in the case of the use of “Pro Rata Portion” in Section 4.03, is the number of shares of Class A Common Stock and Class B Common Stock owned by all Stockholders.

“Prospectus” means the prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the 1933 Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference in such Prospectus.

“Purchaser” has the meaning set forth in Section 4.01.

“Registrable Securities” means any Class A Common Stock held by the Investor Stockholders on the Effective Date, together with any securities issued or issuable upon any stock split, stock dividend or other distribution or in connection with a combination of shares, recapitalization, merger, consolidation or similar event with respect to the foregoing, in each case until such securities are no longer held by an Investor Stockholder.

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“Registration Statement” means any registration statement to be filed under the 1933 Act, that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included therein, all amendments and supplements to such Registration Statement, including pre- and post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

“Related Person” means, with respect to any Person, (a) an Affiliate of such Person, (b) any investment manager, investment advisor or general partner of such Person, and (c) any investment fund, investment account or investment entity whose investment manager, investment advisor or general partner is such Person or a Related Person of such Person; provided, that no Person shall be deemed an Affiliate of another Person solely by virtue of the fact that both Persons own shares of the Capital Stock of the Company.

“Requisite Stockholders” means Gores and the holders of a majority of the Class A Common Stock owned by all Investor Stockholders.

“Rule 144” and “Rule 144A” means Rule 144 and Rule 144A, respectively, promulgated by the Commission pursuant to the 1933 Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Sale” means (i) the Transfer in one or a series of related transactions by the holders (which shall include the Gores Investors) of at least 50% of all shares of Common Stock outstanding on the date of such Sale to any Person or “group” of Persons (other than Gores Investors) whether directly or indirectly or by way of any merger, consolidation or other business combination or purchase of beneficial ownership or otherwise; or (ii) the sale of all or substantially all of the assets of the Company and its consolidated subsidiaries, whether by merger, consolidation, business combination or purchase of beneficial ownership or otherwise.

“Spousal Consent” means a spousal consent, a form of which is attached hereto as Exhibit B.

“Stockholder Representations” has the meaning set forth in Section 4.01.

“Stockholders” means Gores, any Gores Investor executing a Joinder Agreement and the Investor Stockholders.

“Tag-Along Notice” has the meaning set forth in Section 4.01.

“Tag-Along Sale” has the meaning set forth in Section 4.01.

“Tag-Along Stockholder” means an Investor Stockholder that elects to participate in a Tag-Along Sale pursuant to Section 4.01 hereof.

“Transfer” means the offer, sale, donation, assignment (as collateral or otherwise), mortgage, pledge, grant, hypothecation, encumbrance, gift, bequest or transfer or disposition of any security (including transfer by reorganization, merger, sale of substantially all of the assets or by operation of law).

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“Transferee” means any Person who acquires shares of Capital Stock from a Stockholder.

SECTION 1.02. Rules of Construction.

(a) Any provision of this Agreement that refers to the words “include,” “includes,” or “including” shall be deemed to be followed by the words “without limitation.”

(b) In the event that any claim is made by any Person relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular Person or its counsel.

(c) References to numbered or letter articles, sections, and subsections refer to articles, sections and subsections, respectively, of this Agreement unless expressly stated otherwise. All references to this Agreement include, whether or not expressly referenced, the exhibits and appendices attached hereto.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES

(a) Each of the parties hereby severally represents and warrants to each of the other parties as follows:

(i) Authority; Enforceability. Such party (A) has the legal capacity or organizational power and authority to execute, deliver and perform its obligations under this Agreement and (B) (in the case of parties that are not natural persons) is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization. This Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable against it in accordance with the terms of this Agreement, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity).

(ii) Consent. No consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party, other than those that have been made or obtained on or prior to the Effective Date, in connection with (A) the execution or delivery of this Agreement or (B) the consummation of any of the transactions contemplated hereby. To the extent any Stockholder is a natural person and is married, no Spousal Consent is required in connection with the transactions contemplated hereby or such Stockholder has delivered a Spousal Consent executed by his spouse.

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(b) Each of the Company and the Gores Investors severally represents and warrants to each of the other parties that, except as expressly set forth herein, in the Gores Registration Rights Agreement and in the Company’s certificate of incorporation, as of the date hereof the Company has not (i) granted any Gores Investor any put rights, exit rights, tag-along rights, registration rights, preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to its outstanding shares of Common Stock that are in effect as of the Effective Date, (ii) entered into any agreement, arrangement, obligation or understanding (contingent or otherwise) with any Gores Investor to (A) purchase, redeem or otherwise acquire any Common Stock held by any Gores Investor or pay any dividends or make any distributions in respect of any such Common Stock, or (B) pay any management fees, transactional fees, investment banking fees or other similar fees to any Gores Investor.

ARTICLE III.

REPORTING OBLIGATIONS; SHARE TRANSFERS

SECTION 3.01. Reporting Requirements under 1934 Act. The Company shall use commercially reasonable efforts to remain subject to the reporting requirements of Section 13 or 15(d) of the 1934 Act, regardless of whether it could satisfy the conditions that would permit it to cease to be subject to said reporting requirements.

SECTION 3.02. Additional Securities; Recapitalizations; Exchanges, etc.. Except as otherwise provided herein, the provisions of this Agreement will apply to the full extent set forth herein with respect to (a) the Class A Common Stock held by, or issued to, Gores and the Investor Stockholders on or after the Effective Date and (b) any and all Common Stock, Capital Stock or shares of capital stock of any successor or assign of the Company (whether by merger, consolidation, exchange, sale of assets or otherwise), which may be issued in respect of, in exchange for, or in substitution for such shares, by reason of any stock dividend, stock split, reverse split, combination, recapitalization, reclassification, merger, consolidation, sale of assets or otherwise; provided, however, that (i) if as a result of any such merger, consolidation or sale of assets or other similar transaction, the Gores Investors and the Oaktree Investors, collectively, cease to own a majority of the Company’s then outstanding Common Stock, then the provisions of Section 3.01, 4.03, 4.06 and 5.12 of this Agreement shall cease to be effective, and (ii) notwithstanding the foregoing clause (i), the Company agrees that it will provide to the Investor Stockholders such information as may be reasonably necessary in order to permit the Investor Stockholders to Transfer the shares of Common Stock or Capital Stock owned by them under Rule 144 and Rule 144A and shall permit the disclosure of information to prospective transferees of such shares in such proposed Transfers so long as such information is accorded the treatment applicable to Confidential Information set forth in Section 5.13 hereof. References to the “Company” in this Agreement will be deemed to refer to any such successor or assign and such entity will execute an appropriate instrument of assumption agreeing to be bound by the terms hereof.

ARTICLE IV.

RIGHTS OF CERTAIN STOCKHOLDERS

SECTION 4.01. Tag-Along Rights. (a) If any Gores Investor proposes to Transfer shares of Class A Common Stock to a Person other than a Related Person (the “Purchaser”), other than pursuant to (1) Section 4.02, (2) an effective registration statement under the 1933 Act or (3) a sale pursuant to Rule 144 under the 1933 Act, Gores shall give written notice (a “Tag-Along Notice”) of such proposed Transfer (a “Tag-Along Sale”) to the Investor Stockholders at least 7 Business Days prior to the consummation of such proposed Transfer, setting forth:

(i) the total number of shares of Class A Common Stock offered to be Transferred to the Purchaser (the “Offered Shares”) and the purchase price per share,

(ii) any other material terms and conditions of the proposed Transfer, including whether the Purchaser will purchase all shares proffered,

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(iii) the expected date of the proposed Transfer, and

(iv) an undertaking that each such Investor Stockholder shall have the right to elect to sell up to its Pro Rata Portion of such Offered Shares in accordance with the procedures set forth in Section 4.01(b).

(b) Upon delivery of a Tag-Along Notice, each Investor Stockholder shall have the right, but not the obligation, to sell up to its Pro Rata Portion of the Offered Shares at the same price per share of Capital Stock for the same form of consideration and pursuant to the same terms and conditions as set forth in the Tag-Along Notice by sending written notice to Gores not less than 7 Business Days after the date of the Tag-Along Notice, indicating its election to sell up to its Pro Rata Portion of such Offered Shares in the same transaction. Each Tag-Along Stockholder shall be permitted to sell to the Purchaser on the same terms and conditions as are applicable to the proposed Transfer by such Gores Investor that number of shares of its Class A Common Stock as to which it has validly made its election and such Gores Investor shall be permitted to concurrently sell the balance of the shares of Class A Common Stock that are the subject of the Tag-Along Notice that are not sold by the Tag-Along Stockholders. For purposes of this Section 4.01, the price per share of Capital Stock payable to a Gores Investor in connection with a proposed Transfer shall be determined taking into account all consideration payable, directly or indirectly, to such Gores Investor or its Affiliates in connection with the proposed Transfer.

(c) No Tag-Along Stockholder shall be required to make representations and warranties in connection with such sale, other than representations and warranties, on a several basis, with respect to (i) the Company, to the extent also given by Gores, any such representations and warranties to be made only to the extent of the knowledge, without any investigation, of the individual employees of such Tag-Along Stockholder responsible for management of such Tag-Along Stockholder’s investment in the Class A Common Stock, provided that the Person or Persons in whose favor the representations and warranties run acknowledges in writing that such Stockholder’s liability for a breach of any such representations and warranties (whether made by such Tag-Along Stockholder or by Gores) is limited with respect to the Tag-Along Stockholder as provided in the second and third sentences of this Section 4.01(c) or the fifth and sixth sentences of Section 4.02(d), as applicable, (ii) such Tag-Along Stockholder’s due organization, power and authority, (iii) such Tag-Along Stockholder’s ownership of the shares and ability to freely convey such shares without liens or encumbrances (other than those that arise under federal or state securities laws or by virtue of this Agreement), (iv) non-contravention of such Tag-Along Stockholder’s charter, bylaws or other organizational documents or material agreements of such Tag-Along Stockholder and (v) the enforceable nature of such Tag-Along Stockholder’s obligations under the documents for such sale to which it is a party (subject in each case to customary qualifications) (collectively, the “Stockholder Representations”). No Tag-Along

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Stockholder shall be required to participate in any escrow or indemnity obligations relating to such Tag-Along Sale in excess of such Tag-Along Stockholder’s pro rata participation in the Tag-Along Sale (based on proceeds to be received). Any indemnity obligation of a Tag-Along Stockholder in connection with a Tag-Along Sale in which it will participate will be several and not joint and will be limited to its pro rata share of the actual amount of such indemnification obligation and in no event shall its payment (or deemed payment) in respect thereof, together with all other indemnification payments (or deemed payments) in respect of such Tag-Along Sale, be greater than (A) the amount of consideration actually received by it at or before the time such indemnification payment is made and (B) the forfeit by such Tag-Along Stockholder of any consideration to which it is entitled but has not yet received (including, without limitation, as a result of an escrow agreement, earn-out or similar arrangement) in the Tag-Along Sale. Notwithstanding anything to the contrary herein, a Stockholder participating in a Tag-Along Sale or a Sale will have an indemnity obligation (subject to the limitations provided in the second and third sentences of this Section 4.01(c) or the fifth and sixth sentences of Section 4.02(d), as applicable) for breaches of representations and warranties made by Gores in respect of the Company even if such Stockholder did not itself make the representations or warranties or made a more limited representation or warranty.

(d) If no Investor Stockholder elects to sell shares of Class A Common Stock pursuant to this Section 4.01, such Gores Investor shall have the right for a period of 120 days (which period may be extended to 180 days to the extent necessary to satisfy any Conditions) after the expiration of the 7 Business Day period referred to in Section 4.01(b) to Transfer the Offered Shares subject to the Tag-Along Notice to the Purchaser at a price not greater than the price contained in, and otherwise on terms and conditions no more favorable to such Gores Investor than those set forth in, the Tag-Along Notice. After the end of the 120-day period referred to in this Section 4.01(d) (subject to any permitted extension thereof), such Gores Investor will not effect any transaction in any shares of Class A Common Stock that are the subject of the Tag-Along Notice without commencing de novo the procedures set forth in this Section 4.01.

SECTION 4.02. Drag-Along Rights. (a) If the Gores Investors desire to participate in a Sale, they shall have the right to require the Investor Stockholders to:

(i) sell all Class A Common Stock held by them at the same price per share, for the same form of consideration (which shall be cash) and pursuant to the same terms and conditions as are applicable to the Gores Investor;

(ii) vote such Class A Common Stock in favor of the transactions constituting a Sale;

(iii) tender their shares of Class A Common Stock;

(iv) waive their appraisal or dissenters’ rights with respect to such transaction; and

(v) otherwise participate in such Sale on the same terms and conditions as are applicable to Gores.

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Each Investor Stockholder agrees to take any and all action in furtherance of the foregoing reasonably requested by the Gores Investor.

(b) Each Investor Stockholder agrees to vote for the approval of the transaction constituting a Sale under this Section 4.02 and such agreement is given as a condition of this Agreement and as such is coupled with an interest and is irrevocable. This voting agreement shall remain in full force and effect throughout the time that this Section 4.02 is in effect.

(c) The Gores Investors will give each Investor Stockholder at least 7 Business Days advance notice of a Sale.

(d) Not later than 7 Business Days following the date a Gores Investor delivers a written notice to each of the Investor Stockholders that it has entered into or will enter into a definitive agreement with a purchaser in connection with a Sale within 10 Business Days of the date of such notice, each Investor Stockholder shall deliver one or more certificates representing the shares held by such Investor Stockholder to be transferred, accompanied by duly executed stock powers, to an escrow agent pursuant to escrow arrangements reasonably acceptable to the Gores Investor and the Investor Stockholders providing for release concurrently with the consummation of such Sale and requiring the return thereof to each Investor Stockholder on the date 60 days after the date of such notice if such Sale has not been consummated by such 60th day. Upon any such return, each Stockholder Investor shall be able to Transfer freely the Class A Common Stock held by it, subject to a new notice delivered pursuant to this Section 4.02(d). If any Investor Stockholder fails to deliver such certificates to the Gores Investor, then the Gores Investor shall provide written notice of such failure to the Company in accordance with Section 5.01. Upon receipt of such notice, the Company agrees that it shall not record the transfer of such shares on the books and records of the Company and shall promptly direct the Company’s transfer agent, if any, that the transfer agent shall also not record the transfer of such shares on the books and records of the Company. In connection with such Sale, no such Investor Stockholder shall be required to (i) make any representations other than Stockholder Representations or (ii) participate in any escrow or indemnity obligation relating to such Sale in excess of such Investor Stockholder’s pro rata participation in the Sale (based on proceeds to be received). Any indemnity obligation of an Investor Stockholder in connection with a Sale in which it will participate will be several and not joint and will be limited to its pro rata share of the actual amount of such indemnification obligation and in no event shall its payment (or deemed payment) in respect thereof, together with all other indemnification payments (or deemed payments) in respect of such Sale, be greater than (A) the amount of consideration actually received by it at or before the time such indemnification payment is made and (B) the forfeit by such Investor Stockholder of any consideration to which it is entitled but has not yet received (including, without limitation, as a result of an escrow agreement, earn-out or similar arrangement).

SECTION 4.03. Preemptive Notice. (a) If securities are issued pursuant to an Eligible Offering, the Company shall give written notice (a “Preemptive Notice”) thereof to each Investor Stockholder. The Preemptive Notice shall:

(1) specify the security or securities issued, the purchasers, the date of issuance (which date shall not be more than fifteen (15) days prior to the date of delivery of the Preemptive Notice), the consideration that the Company received therefor and all other material terms and conditions of such issuance, and

(2) contain an offer to sell to each Investor Stockholder at the same price and for the same consideration paid or to be paid by the purchaser, an amount sufficient for such Investor Stockholder to maintain its Pro Rata Portion prior to the issuance in the Eligible Offering.

10

(b) For a period of ten (10) Business Days following the delivery of such Preemptive Notice, each such Investor Stockholder shall be entitled, by written notice to the Company, to elect to purchase all or part of the securities described therein. To the extent that elections pursuant to this Section 4.03 shall not be made with respect to any offered securities within such ten-Business Day period, then the Company shall not be obligated to issue to such Investor Stockholder such securities for which such Investor Stockholder has elected not to purchase. In the event that any such offer is accepted by any Investor Stockholder, the Company shall sell to such Investor Stockholder, and such Investor Stockholder shall purchase from the Company for the consideration and on the terms set forth in the Preemptive Notice the securities that such Investor Stockholder has elected to purchase within ten (10) Business Days of such Investor Stockholder’s election to purchase such securities (subject to delay for satisfaction of any Conditions); provided that in no event shall such securities be purchased by an electing Investor Stockholder prior to the issuance of the securities in the Eligible Offering triggering such Preemptive Notice.

(c) The Company shall in respect of any issuance of securities required to be issued pursuant to this Section 4.03 effect such increases in the authorized securities of the Company as may be necessary to permit such issuance. The Company shall comply with any applicable securities laws before issuing any securities pursuant to this Section 4.03 but shall not be in violation of the provisions hereof by reason of failure to so comply; provided, that it uses commercially reasonable efforts to so comply.

SECTION 4.04. [Intentionally Omitted].

SECTION 4.05. [Intentionally Omitted].

SECTION 4.06. Piggyback Registration Rights.

(a) If (but without any obligation to do so) the Company proposes to register any of its stock or other securities under the 1933 Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or similar or successor form), or a registration on Form S-4 (or similar or successor form)), the Company shall, at such time, promptly give each Investor Stockholder written notice of such registration. Upon the written request of each Investor Stockholder given within 15 days after mailing of such notice by the Company, the Company shall use its reasonable best efforts to cause to be registered under the 1933 Act all of the Registrable Securities that each such Stockholder has requested to be registered; provided that the Company shall not include in any underwritten registration any securities that are held by an employee of the Company or any of its Subsidiaries or any Person controlled by any such employee without the prior written consent of the

11

underwriter. The Company shall have no obligation under this Section 4.06 to make any offering of its securities, or to complete an offering of its securities that it proposes to make. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Investor Stockholders as a part of the written notice given pursuant to this Section 4.06. All Investor Stockholders requesting to distribute their securities through such underwriting shall, together with the Company, enter into an underwriting agreement in customary form with the underwriter or underwriters for such underwriting; provided, however, that the Investor Stockholders shall not be required by the Company to make any representations, warranties or indemnities except as they relate to such Investor Stockholder’s ownership of shares and authority to enter into the underwriting agreement and to such Investor Stockholder’s intended method of distribution, and the liability of such Investor Stockholder shall be limited to an amount equal to the net proceeds from the offering received by such Investor Stockholder.

(b) If the registration under this Section 4.06 is an underwritten registration on behalf of holders of securities of the Company, and if the underwriter advises the Company that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Investor Stockholders that would otherwise be underwritten pursuant hereto. The number of shares, including Registrable Securities, that may be included in the registration and underwriting shall be allocated as follows: (i) first, among holders of securities requesting such registration and CBS, if CBS is not the holder requesting such registration, to the extent, but only to the extent, CBS elects to participate in such underwritten offering pursuant to the CBS Registration Rights Agreement, in each case in proportion (as nearly as practicable) to the amount of registrable securities held by such holders or, if applicable, as otherwise provided for in the CBS Registration Rights Agreement, (ii) second, among (A) all of the Investor Stockholders that have elected to participate in such underwritten offering and (B) any other holders of securities of the Company entitled to participate in such underwritten offering under the terms of the Gores Registration Rights Agreement (the “Other Securityholders”), if such holders are not the holders requesting such registration, to the extent, but only to the extent, such Other Securityholders elect to participate in such underwritten offering pursuant to the Gores Registration Rights Agreement, in each case in proportion (as nearly as practicable) to the amount of Registrable Securities held by such participating Investor Stockholders and the amount of shares of Common Stock held by such Other Securityholders, and (iii) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by such holders.

(c) If the registration under this Section 4.06 is an underwritten registration on behalf of the Company and if the underwriter advises the Company that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Investor Stockholders that would otherwise be underwritten pursuant hereto. The number of shares, including Registrable Securities, that may be included in the registration and underwriting shall be allocated as follows: (i) first, the securities that the Company proposes to sell, (ii) second, among (A) all of the Investor Stockholders that have elected to participate in such underwritten offering and (B) the Other Securityholders that have elected to participate in such underwritten offering pursuant to the Gores Registration Rights Agreement and (C) CBS to the extent, but only to the extent, CBS elects to participate in such underwritten offering pursuant to the CBS Registration Rights Agreement, in each case in proportion (as nearly as practicable) to the amount of Registrable Securities held by such participating Investor Stockholders and the amount of shares of Common Stock held by such Other Securityholders and CBS, and (iii) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by such holders.

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(d) Each Investor Stockholder agrees that if a managing underwriter reasonably determines it is necessary in order to effect such underwritten public offering, at such managing underwriter’s request, such Investor Stockholder will agree not to publicly sell any shares of Registrable Securities that are not included in an underwritten public offering described in this Section 4.06 for a period, not to exceed the lesser of (a) 120 days and (b) the number of days that the Company, any director or officer or any other selling stockholder is similarly restricted; provided that if any such Person is released from its obligations to not publicly sell, then all Investor Stockholders shall be released from their obligations under this Section 4.06(d) to the same extent.

(e) Each Investor Stockholder covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

(f) Each Investor Stockholder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company, such Investor Stockholder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until such Investor Stockholder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company may provide appropriate stop orders to enforce the provisions of this paragraph.

ARTICLE V.

MISCELLANEOUS

SECTION 5.01. Notices. Except as otherwise specified herein, all notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, return receipt requested, postage prepaid or otherwise delivered by hand, messenger, facsimile transmission or by other means of electronic communication and shall be given to such party at its address, facsimile number or e-mail address, as the case may be, as set forth on the signature pages hereof or in the relevant Joinder Agreement or such other address, facsimile number or e-mail address as such party may hereafter specify in writing to the Secretary of the Company for the purpose by notice to the party sending such communication. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or by other means of electronic communication before 5:30 p.m. (New York City time) on a Business Day and the sender on the same Business Day sends a confirming copy of such notice by U.S. mail or a recognized overnight delivery service, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile or by other means of electronic communication later than 5:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City time) on such date and if on such next Business Day, the sender sends a confirming copy of such notice by U.S. mail or a recognized overnight delivery service, (iii) the Business Day following the date of sending, if sent by nationally recognized overnight courier service, specifying next business day delivery or (iv) upon actual receipt by the party to whom such notice is required to be given if mailed by registered or certified mail, return receipt requested, postage prepaid or otherwise delivered by hand.

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SECTION 5.02. Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any Person (including without limitation CBS) other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

SECTION 5.03. Amendment. Other than as a result of the execution and delivery of a Joinder Agreement, this Agreement may not be amended, restated or modified in any respect except by a written instrument executed by Requisite Stockholders and the Company. The failure at any time to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of any of the parties thereafter to enforce each and every provision hereof in accordance with its terms.

SECTION 5.04. Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by either the Company or any Stockholder except as otherwise expressly stated hereunder or with the prior written consent of each other party. A transferee who is not a Related Person of a transferring Stockholder, shall not be entitled to execute a Joinder and such transferee shall not have, nor be subject to, the rights and obligations contained in this Agreement. Notwithstanding anything in this Agreement to the contrary, the rights set forth in Section 4.04 may not be assigned.

SECTION 5.05. Governing Law; Venue; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the Agreement (whether brought against a party hereto or its respective Affiliates, directors, officers, stockholders, employees or agents) shall be commenced exclusively in the state and U.S. federal courts sitting in The City of New York, Borough of Manhattan. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and U.S. federal courts sitting in The City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or discussed herein (including with respect to the enforcement of any of this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence a proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys fees and other reasonable costs and expenses incurred with the investigation, preparation and prosecution of such proceeding.

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SECTION 5.06. Enforcement. The parties expressly agree that the provisions of this Agreement may be specifically enforced against each of the parties hereto in any court of competent jurisdiction.

SECTION 5.07. Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision that is a reasonable substitute therefor and effects the original intent of the parties as closely as possible, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

SECTION 5.08. Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

SECTION 5.09. Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. If any signature is delivered by facsimile or electronic transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile or electronic signature page were an original thereof.

SECTION 5.10. Entire Agreement. This Agreement, together with the Exhibits hereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both oral or written (including without limitation the Existing Investor Rights Agreement).

SECTION 5.11. Termination. All rights and obligations under this Agreement will terminate and be of no force and effect upon the earlier of (a) the date that is ten (10) years from the Original Effective Date and (b) the first date on which the Gores Investors and the Oaktree Investors cease to own an aggregate of at least 15% of the Company’s outstanding Common Stock.

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SECTION 5.12. Information Rights. The Company shall permit the representatives of each Original Investor Stockholder for so long as such Original Investor Stockholder is an Investor Stockholder, at such Original Investor Stockholder’s expense and upon reasonable prior notice to the Company, to visit the principal executive offices of the Company, to discuss the affairs, finances and accounts of the Company and its subsidiaries with the Company’s officers and, with the consent of the Company (which consent will not be unreasonably withheld), to visit the other offices and property of the Company and each subsidiary, all at such reasonable times and as often as may be reasonably requested in writing. In addition, the Company will deliver to each Original Investor Stockholder such data and information relating to the business, operations, affairs, financial condition, assets or property of the Company or any of its subsidiaries as from time to time may be reasonably requested by any such Original Investor Stockholder (including without limitation consolidated quarterly and annual financial statements of the Company and its subsidiaries).

SECTION 5.13. Confidentiality. For the purposes of this Section 5.13, “Confidential Information” means information delivered to the Investor Stockholders by or on behalf of the Company or any subsidiary of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Investor Stockholder as being confidential information of the Company or such subsidiary of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Investor Stockholder prior to the time of such disclosure, other than as a result of a disclosure pursuant to this Agreement, (b) subsequently becomes publicly known through no act or omission by such Investor Stockholder or any Person acting on such Investor Stockholder’s behalf, (c) otherwise becomes known to such Investor Stockholder other than (1) through disclosure by the Company or any of its subsidiaries or (2) through disclosure by any other Person which disclosure such Investor Stockholder knows is in violation of a confidentiality obligation to the Company or if it is otherwise manifestly clear that such disclosure is in breach of any such confidentiality obligation, or (d) constitutes financial statements delivered to such Investor Stockholder under Section 5.12 that are otherwise publicly available. Each Investor Stockholder will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Investor Stockholder in good faith to protect confidential information of itself and of third parties delivered to such Investor Stockholder, provided that such Investor Stockholder may deliver or disclose Confidential Information to (i) such Investor Stockholder’s directors, trustees, officers, employees, agents, and attorneys (to the extent such disclosure reasonably relates to the administration of the investment represented by the Capital Stock held by such Investor Stockholder), (ii) such Investor Stockholder’s controlled Affiliates, financial advisors and other professional advisors (excluding Competitors) who shall agree in writing to hold confidential the Confidential Information in accordance with the terms of this Section 5.13, (iii) any other Investor Stockholder party to this Agreement and bound by this Section 5.13 at the time of such disclosure, (iv) any Related Person (excluding Competitors) or its advisors to which such Investor Stockholder sells or offers to sell such Capital Stock or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 5.13), (v) any Person from which such Investor Stockholder

16

offers to purchase any security of the Company (if such Person (excluding Competitors) has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 5.13), (vi) any federal or state regulatory authority having jurisdiction over such Investor Stockholder, (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about such Investor Stockholder’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (A) to effect compliance with any law, rule, regulation or order applicable to such Investor Stockholder, (B) in response to any subpoena or other legal process, provided, however, in the case of any subpoena or other legal process to which such Investor Stockholder is not a party, such Investor Stockholder will not disclose any Confidential Information to the extent that (1) prior to the date on which such Investor Stockholder is required to disclose such Confidential Information the Company has obtained and delivered an order of protection with respect to such Confidential Information and (2) compliance with such order of protection would not cause such Investor Stockholder to be in violation of such subpoena or other legal process, (C) in connection with any litigation to which such Investor Stockholder is a party or (D) to the extent such Investor Stockholder may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under this Agreement. In connection with clause (i) above, each Investor Stockholder agrees to be responsible for any breach of this Section 5.13 by such Investor Stockholder’s directors, officers, employees, agents, attorneys and affiliates. For purposes hereof, “Competitor” means any Person that owns, or otherwise engages or participates in, directly or indirectly, any radio networks business or, in the event the Company or any of its subsidiaries engages in any other business at any time, any business or other activity that competes with any such other business, as reasonably determined by the Board of Directors of the Company, provided that in no event shall any Original Investor Stockholder, or any bank, trust company, insurance company, pension fund, venture capital fund, or government fund, be deemed to be a Competitor for purposes of this Agreement.

SECTION 5.14. Fees and Expenses. Whether or not this Agreement becomes effective, the Company will promptly (and in any event within 30 days of receiving any statement or invoice therefor) pay all reasonable fees, expenses and costs of the Original Investor Stockholders in connection with the preparation, negotiation and execution of this Agreement, including, without limitation, the reasonable fees and disbursements of the Original Investor Stockholders’ special counsel, Bingham McCutchen LLP, and financial advisor, Conway, Del Genio, Gries & Co., LLC.

[Signature Pages Follow]

17

IN WITNESS WHEREOF, the Company and each Stockholder have executed this Agreement as of the day and year first above written.

WESTWOOD ONE, INC.
By:	/s/ Roderick M. Sherwood, III
	Name:	Roderick M. Sherwood, III
	Title:	President
Notices: Westwood One, Inc. 1166 Avenue of the Americas, 10th Floor New York, New York 10036 Attn: General Counsel Phone: (212) 641-2081 Fax: (212) 641-2198 Email: mgarza@dialglobal.com With copies (which shall not constitute notice) to: Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue Suite 3400 Los Angeles, California 90071 Attn: Brian J. McCarthy Phone: (213) 687-5000 Fax: (213) 687-5600 Email: brian.mccarthy@skadden.com and Kirkland & Ellis LLP 300 North LaSalle Chicago, IL 60654 Attn: Christopher J. Greeno, P.C.            Tana M. Ryan Phone: (312) 862-2000 Fax: (312) 862-2200 Email: christopher.greeno@kirkland.com            tana.ryan@kirkland.com

Investor Rights Agreement — Signature Page

S-1

GORES RADIO HOLDINGS, LLC
By:	The Gores Group, LLC,
	its Manager
By:	/s/ Steven G. Eisner
	Name:	Steven G. Eisner
	Title:	Senior Vice President
Notices: Gores Radio Holdings, LLC 10877 Wilshire Boulevard 18th Floor Los Angeles, California 90024 Attn: General Counsel Phone: (310) 209-3010 Fax: (310) 209-3310 Email: ehattler@gores.com With a copy (which shall not constitute notice) to: Gores Radio Holdings, LLC 10877 Wilshire Boulevard 18th Floor Los Angeles, California 90024 Attn: Ian Weingarten Phone: (310) 209-3010 Fax: (310) 209 -310 Email: iweingarten@gores.com With a copy (which shall not constitute notice) to: Proskauer Rose llp 2049 Century Park East 32nd Floor Los Angeles, California 90067 Attn: Michael A. Woronoff, Esq. Phone: (310) 557-2900 Fax: (310) 557-2193 Email: mworonoff@proskauer.com

Investor Rights Agreement — Signature Page

S-2

ING LIFE INSURANCE AND ANNUITY COMPANY RELIASTAR LIFE INSURANCE COMPANY SECURITY LIFE OF DENVER INSURANCE COMPANY (successor by merger to Southland Life Insurance Company)
By:	ING Investment Management LLC,
	as Agent

By:
	Name:
	Title:

Notices:

c/o ING Investment Management LLC
5780 Powers Ferry Road NW, Suite 300
Atlanta, Georgia 30327-4347
Attn: Private Placements
Fax: (770) 690-5057

With a copy (which shall not constitute notice) to:

Bingham McCutchen LLP
One State Street
Hartford, CT 06103
Attn: Chip Fisher
 

Investor Rights Agreement — Signature Page

S-3

NEW YORK LIFE INSURANCE COMPANY
By:
	Name:
	Title:
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By:	New York Life Investment Management LLC, its
	Investment Manager

By:
	Name:
	Title:

NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION INSTITUTIONALLY OWNED 
LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3)
By: New York Life Investment Management
LLC,        its Investment Manager  

By:
	Name:
	Title:

Notices:

c/o New York Life Investment Management LLC
51 Madison Avenue
New York, New York 10010

With a copy (which shall not constitute notice) to:

Bingham McCutchen LLP
One State Street
Hartford, CT 06103
Attn: Chip Fisher
 

Investor Rights Agreement — Signature Page

S-4

ALLSTATE LIFE INSURANCE COMPANY
By:	/s/ John W. Kunkle
	Name:	John W. Kunkle
By:	/s/ Mark W. (Sam) Davis
	Name:	Mark W. (Sam) Davis
	Authorized Signatories
Notices: Allstate Investments LLC Private Placements Department 3075 Sanders Road, STE G3A Northbrook, Illinois 60062-7127 Fax: (847) 402-3092 With a copy (which shall not constitute notice) to: Bingham McCutchen LLP One State Street Hartford, CT 06103 Attn: Chip Fisher

Investor Rights Agreement — Signature Page

S-5

MONUMENTAL LIFE INSURANCE COMPANY
By:	/s/ Bill Henricksen
	Name:	Bill Henricksen
	Title:	Vice President
Notices: c/o AEGON USA Investment Management, LLC Attn: Director of Private Placements 4333 Edgewood Road N.E. Cedar Rapids, IA 52499-5335 Fax: 319-355-2666 With a copy (which shall not constitute notice) to: Bingham McCutchen LLP One State Street Hartford, CT 06103 Attn: Chip Fisher

Investor Rights Agreement — Signature Page

S-6

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:	Babson Capital Management LLC
	as Investment Adviser

By:	/s/ Elisabeth A. Perenick
	Name:	Elisabeth A. Perenick
	Title:	Managing Director

C.M. LIFE INSURANCE COMPANY
By:	Babson Capital Management LLC
	as Investment Adviser

By:	/s/ Elisabeth A. Perenick
	Name:	Elisabeth A. Perenick
	Title:	Managing Director

MASSMUTUAL ASIA LIMITED
By:	Babson Capital Management LLC
	as Investment Adviser

By:	/s/ Elisabeth A. Perenick
	Name:	Elisabeth A. Perenick
	Title:	Managing Director

Notices:

c/o Babson Capital Management LLC
1500 Main Street — Suite 2200
P.O. Box 15189
Springfield, MA 01115-5189
Attn: Securities Investment Division

With a copy (which shall not constitute notice) to:

Bingham McCutchen LLP
One State Street
Hartford, CT 06103
Attn: Chip Fisher
 

Investor Rights Agreement — Signature Page

S-7

NATIONWIDE LIFE INSURANCE COMPANY NATIONWIDE MUTUAL INSURANCE COMPANY NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY SCOTTSDALE INSURANCE COMPANY NATIONWIDE LIFE INSURANCE COMPANY (successor in interest to Nationwide Life Insurance Company of America)
By:	/s/ Thomas A. Shanklin
	Name:	Thomas A. Shanklin
	Title:	Authorized Signatory
Notices: One Nationwide Plaza (1-33-07) Columbus, Ohio 43215-2220 Attention: Corporate Fixed-Income Securities Facsimile:(614) 249-4553 With a copy (which shall not constitute notice) to: Bingham McCutchen LLP One State Street Hartford, CT 06103 Attn: Chip Fisher

Investor Rights Agreement — Signature Page

S-8

HARTFORD FIRE INSURANCE COMPANY
By:	Hartford Investment Management Company,
	Its Agent and Attorney-in-Fact

By:	/s/ William N. Holm, Jr.
	Name:	William N. Holm, Jr.
	Title:	Executive Vice President

Notices:

c/o Hartford Investment Management Company
c/o Portfolio Support
P. O. Box 1744
Hartford, Connecticut 06144-1744
Fax: (860) 297-8875/8876

With a copy (which shall not constitute notice) to:

Bingham McCutchen LLP
One State Street
Hartford, CT 06103
Attn: Chip Fisher
 

Investor Rights Agreement — Signature Page

S-9

PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:	Prudential Investment Management, Inc.,
	as investment manager

By:
	Name:
	Title:

Notices:
c/o Prudential Capital Group
Three Gateway Center, 18th Floor
100 Mulberry Street
Newark, NJ 07102
Attention: Managing Director
Fax: 212-626-2079

With a copy (which shall not constitute notice) to:

Bingham McCutchen LLP
One State Street
Hartford, CT 06103
Attn: Chip Fisher
 

Investor Rights Agreement — Signature Page

S-10

AMERITAS LIFE INSURANCE CORP.
By:	Summit Investment Partners, as Agent

By:	/s/ Andrew S. White
	Name:	Andrew S. White
	Title:	Managing Director — Private Placements

ACACIA LIFE INSURANCE COMPANY
By:	Summit Investment Partners, as Agent

By:	/s/ Andrew S. White
	Name:	Andrew S. White
	Title:	Managing Director — Private Placements

Notices:

c/o Summit Investment Partners
390 North Cotner Blvd.
Lincoln, NE 68505
Fax: (402) 467-6970

With a copy (which shall not constitute notice) to:

Bingham McCutchen LLP
One State Street
Hartford, CT 06103
Attn: Chip Fisher
 

Investor Rights Agreement — Signature Page

S-11

JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender
By:
	Name:
	Title:
Notices: JPMorgan Chase Bank, N.A. 277 Park Avenue 8th Floor New York, NY 10172 Attention: Neil Boylan With a copy (which shall not constitute notice) to: Bingham McCutchen LLP One State Street Hartford, CT 06103 Attn: Chip Fisher

Investor Rights Agreement — Signature Page

S-12

BANK OF AMERICA, N.A.
By:	/s/ Fred A. Zagar
	Name:	Fred A. Zagar
	Title:	SVP
Notices: Fred Zagar Bank of America 335 Madison Avenue, NY1-503-05-06 New York, NY 10017 Fax: 704-602-3697 and Pamela Tsao Bank of America 335 Madison Avenue, NY1-503-05-06 New York, NY 10017 Fax: 704.602.3694 With a copy (which shall not constitute notice) to: Bingham McCutchen LLP One State Street Hartford, CT 06103 Attn: Chip Fisher

Investor Rights Agreement — Signature Page

S-13

SUNTRUST BANK
By:	/s/ Samuel Ballesteros
	Name:	Samuel Ballesteros
	Title:	First Vice President
Notices: Samuel Ballesteros, First Vice President SunTrust Bank 919 E. Main St., 22nd Floor Richmond, VA 23219 Fax: 804-782-7548 With a copy (which shall not constitute notice) to: Bingham McCutchen LLP One State Street Hartford, CT 06103 Attn: Chip Fisher

Investor Rights Agreement — Signature Page

S-14

E.SUN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH
By:	/s/ Benjamin Lin
	Name:	Benjamin Lin
	Title:	EVP & General Manager
Notices: Edward Chen E.Sun Commercial Bank, Ltd., Los Angeles Branch 17700, Castleton Street, Suite 500 City of Industry, CA 91748 Fax: 626-839-5531 With a copy (which shall not constitute notice) to: Bingham McCutchen LLP One State Street Hartford, CT 06103 Attn: Chip Fisher

Investor Rights Agreement — Signature Page

S-15

THE BANK OF NEW YORK MELLON
By:	/s/ Gordon Berger
	Name:	Gordon Berger
	Title:	Managing Director
Notices: The Bank of New York Mellon One Wall Street — 16th Floor New York, NY 10286 Attn: Gordon Berger, CFA, Managing Director Fax 212-635-7290 With a copy (which shall not constitute notice) to: Bingham McCutchen LLP One State Street Hartford, CT 06103 Attn: Chip Fisher

Investor Rights Agreement — Signature Page

S-16

UNION BANK, N.A.
By:
	Name:
	Title:
Notices: UNION BANK — Special Assets 445 South Figueroa St. Ste 403 Los Angeles, CA 90071 Attn: Kevin Powells With a copy (which shall not constitute notice) to: Bingham McCutchen LLP One State Street Hartford, CT 06103 Attn: Chip Fisher

Investor Rights Agreement — Signature Page

S-17

BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY
By:
	Name:
	Title:
Notices: The Bank of Tokyo-Mitsubishi UFJ, Ltd. Special Assets Department 1251 Avenue of the Americas New York, NY 10020 Attn: Karen A. Brinkman, Vice President Fax: 212-782-4971 With a copy (which shall not constitute notice) to: Bingham McCutchen LLP One State Street Hartford, CT 06103 Attn: Chip Fisher

Investor Rights Agreement — Signature Page

S-18

FIRST COMMERCIAL BANK, NEW YORK AGENCY
By:	/s/ May Hsiao
	Name:	May Hsiao
	Title:	Assistant General Manager
Notices: First Commercial Bank, New York Agency 750 3rd Ave, 34th FL New York, NY 11375 Attn: Wayne Lu Fax: 212-599-6133 With a copy (which shall not constitute notice) to: Bingham McCutchen LLP One State Street Hartford, CT 06103 Attn: Chip Fisher

Investor Rights Agreement — Signature Page

S-19

ANNEX A

ORIGINAL INVESTOR STOCKHOLDERS

ING Life Insurance and Annuity Company
Reliastar Life Insurance Company
Security Life of Denver Insurance Company (successor by merger to Southland Life Insurance Company)
New York Life Insurance Company
New York Life Insurance and Annuity Corporation
New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate
Account (Boli 3)

Allstate Life Insurance Company
Monumental Life Insurance Company
Massachusetts Mutual Life Insurance Company
C.M. Life Insurance Company
MassMutual Asia Limited
Nationwide Life Insurance Company
Nationwide Mutual Insurance Company
Nationwide Life and Annuity Insurance Company
Scottsdale Insurance Company
Nationwide Life Insurance Company (successor in interest to Nationwide Life Insurance Company of America)

Hartford Fire Insurance Company
Prudential Retirement Insurance and Annuity Company
Ameritas Life Insurance Corp.
Acacia Life Insurance Company
JPMorgan Chase Bank, N.A.,
Bank of America, N.A.
SunTrust Bank
E.Sun Commercial Bank, Ltd., Los Angeles Branch
The Bank of New York Mellon
Union Bank, N.A.
Bank Of Tokyo-Mitsubishi UFJ Trust Company
First Commercial Bank, New York Agency

S-20

EXHIBIT A

JOINDER AGREEMENT

WHEREAS, simultaneously with the execution of this Agreement, the undersigned is acquiring Class A Common Stock (the “Class A Common Stock”), par value $0.01 per share of Westwood One, Inc. (the “Company”); and

WHEREAS, as a condition to the acquisition of the Class A Common Stock, the undersigned has agreed to join in a certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”) dated as of October 21, 2011 among Westwood One, Inc., Gores Radio Holdings, LLC and the Stockholders (as such term is defined in the Investor Rights Agreement) party thereto; and

WHEREAS, the undersigned understands that execution of this Agreement is a condition precedent to the acquisition of the Class A Common Stock;

NOW, THEREFORE, as an inducement to both the transferor of the Class A Common Stock and the other Stockholders (as such term is defined in the Investor Rights Agreement), to Transfer (as such term is defined in the Investor Rights Agreement) and to allow the Transfer of the Class A Common Stock to the undersigned, the undersigned agrees as follows:

1. The undersigned hereby represents and warrants that it purchased or received all of the shares of Class A Common Stock held by an Original Stockholder as of the date of the Investor Rights Agreement in a private sale or transfer.

2. The undersigned hereby joins in the Investor Rights Agreement and agrees to be bound by the terms and provisions of the Investor Rights Agreement as an Investor Stockholder.

IN WITNESS WHEREOF, the undersigned has executed this Agreement this  _____  day of                     , 20_.

Name:
Title:

Notices:

With a copy (which shall not constitute notice) to:
 

EXHIBIT B

Consent of Spouse

I,                     , spouse of                     , have read and hereby approve the Amended and Restated Investor Rights Agreement, dated as of October 21, 2011, among Westwood One, Inc., a Delaware corporation (the “Company”), Gores Radio Holdings, LLC and the other parties signatory thereto (the “Investor Rights Agreement”). I agree to be bound by the provisions of the Investor Rights Agreement insofar as I may have any rights in said Investor Rights Agreement or any shares of Capital Stock covered thereby under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the Investor Rights Agreement.

Dated:                      , 20__

EX-10.7

Exhibit 10.7

Verge Media Companies, Inc.
15303 Ventura Boulevard, Suite 1500
Sherman Oaks, CA 91403

October 21, 2011

Westwood One, Inc.
1166 Avenue of the Americas, 10th Floor
New York, NY 10036
Attention: Chief Executive Officer

RE: Merger Agreement

Reference is hereby made to that certain Merger Agreement, dated as of July 30, 2011 (as modified by that certain letter agreement dated August 13, 2011 among the parties thereto, the "Merger Agreement”), by and among Westwood One, Inc. (“Parent”), Radio Network Holdings, LLC (“Merger Sub”), and Verge Media Companies, Inc. (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Merger Agreement. In connection with the consummation of the transactions contemplated by the Merger Agreement, each of Parent, Merger Sub and the Company agrees as follows:

1. Each of the parties hereto acknowledges and agrees that, pursuant to Section 7.2 of the Merger Agreement, when the Merger is consummated, the Surviving Entity is to reimburse Parent and the Company for all reasonable documented out-of-pocket fees and expenses incurred by Parent or the Company, and that, prior to the date hereof, Parent has paid an aggregate of $1,563,855.09 in such fees and expenses and the Company has paid an aggregate of $536,985.00 of such fees and expenses, in each case as set forth on Schedule A attached hereto (collectively, the “Prepaid Expenses”). Each of the parties hereto agrees that, in lieu of having the Surviving Entity reimburse Parent and the Company for their respective portions of the Prepaid Expenses (which each of the parties hereto waives any right to by execution of this letter agreement), such Prepaid Expenses shall instead be included in such parties’ calculation of Net Indebtedness for all purposes under the Merger Agreement, and the definition of Net Indebtedness be deemed to be defined as follows:

“‘Net Indebtedness’ means, with respect to any Person(s), all Indebtedness of such Person(s), minus (i) the amount by which such Person(s)’ cash and Cash Equivalents (determined in each case in accordance with GAAP) exceeds $3,000,000, plus (ii) the amount by which such Person(s)’ cash and Cash Equivalents (determined in each case in accordance with GAAP) is less than $3,000,000, minus (iii) such Person(s)’ Prepaid Expenses (as defined in that certain letter agreement, dated October 21, 2011, among the parties hereto). Notwithstanding the foregoing or anything else contained herein, the items identified as of the date hereof on Section A to the Company Disclosure Letter shall be excluded from the calculation of Net Indebtedness of the Company and its Retained Subsidiaries and the items identified as of the date hereof on Section A to the Parent Disclosure Letter shall be excluded from the calculation of Net Indebtedness of Parent and its Retained Subsidiaries.”

2. Each of the parties hereto acknowledges and agrees that, for all purposes under the Merger Agreement, the definition of Indebtedness be deemed to defined as follows:

“‘Indebtedness’ means, with respect to any Person at any date, without duplication: (i) all obligations of such Person for borrowed money; (ii) all obligations of such Person evidenced by bonds, debentures or notes (other than any surety bonds or similar instruments issued in the ordinary course of business); (iii) all obligations in respect of letters of credit, to the extent drawn, and bankers’ acceptances issued for the account of such Person; (iv) obligations for the deferred purchase price of property or services with respect to which such Person is liable, contingently or otherwise (other than trade payables and other current liabilities incurred in the ordinary course of business which are not more than six (6) months past due), which, for the avoidance of doubt, shall include, in the case of Parent, an amount equal to $2,045,319.30 in respect of the undisputed portion of amounts owed under the Stock Purchase Agreement, dated as of April 29, 2011, by and between Parent and Clear Channel Acquisition LLC (the “CCU Stock Purchase Agreement”) (with all other amounts owed under the CCU Stock Purchase Agreement being excluded); (v) any indebtedness guaranteed in any manner by such Person (including guaranties in the form of an agreement to repurchase or reimburse); (vi) obligations of such Person under or pursuant to any capital leases; and (vii) any accrued and unpaid interest related to any of the foregoing and prepayment premiums or penalties related to any of the foregoing that are due or become due as a result of the consummation of the Merger or the prepayment of such Indebtedness pursuant to Section 2.9; provided that in no event shall Indebtedness of any party include Indebtedness of such party owing to any of its Retained Subsidiaries or Indebtedness of any of its Retained Subsidiaries owing to it or any of its other Retained Subsidiaries. For the avoidance of doubt, any reference herein to Indebtedness of any party shall not include any Indebtedness of its Excluded Entities.”

Other than as expressly modified herein, the Merger Agreement shall remain in full force and effect. This letter agreement shall be binding upon the parties hereto and their respective successors and assigns. This letter agreement may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the parties hereto. This letter agreement shall be governed by, and construed in accordance with, the laws of the state of Delaware. This letter agreement may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this letter agreement by facsimile transmission or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this letter agreement.

[Signature Page Follows]

Very truly yours, VERGE MEDIA COMPANIES, INC.
By:	/s/ Neal Schore
	Name:	Neal Schore
	Title:	President and Chief Executive Officer

Acknowledged and agreed:

WESTWOOD ONE, INC.
By:	/s/ David Hillman
	Name:	David Hillman
	Title:	GC and CAO
RADIO NETWORK HOLDINGS, LLC
By: Westwood One, Inc.
Its: Sole Member
By:	/s/ David Hillman
	Name:	David Hillman
	Title:	GC and CAO

[Signature Page to Letter Agreement]

EX-10.8

Exhibit 10.8

AMENDMENT NO. 1
TO
INDEMNITY AND CONTRIBUTION AGREEMENT

THIS AMENDMENT NO. 1 TO INDEMNITY AND CONTRIBUTION AGREEMENT (this “Amendment”) is made as of this 21st day of October, 2011, by and among Westwood One, Inc., a Delaware corporation (“WWON”), Gores Radio Holdings, LLC, a Delaware limited liability company (“Gores”), Verge Media Companies, Inc., a Delaware corporation (“Verge”), and Triton Media Group, LLC, a Delaware limited liability company (the “DG Shareholder”), and shall amend the provisions of the Indemnity and Contribution Agreement, dated as of July 30, 2011, by and among the parties hereto (the “Original Agreement” and, as amended hereby, the “Agreement”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed in the Original Agreement.

WHEREAS, in connection with the concurrent execution of a letter agreement modifying certain terms of the Merger Agreement, the parties hereto desire to make certain amendments to the Original Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the parties hereby agree as follows:

1.

Amendment. Notwithstanding any provision of the Original Agreement to the contrary, to the extent (but only to the extent) that all or any portion of a payment that would otherwise be deemed to be a Covered Payment was included as an express increase to Indebtedness of Parent (as set forth in the definition of Indebtedness under the Merger Agreement, as amended) and thereby taken into account for purposes of calculating the Net Debt Adjustment Amount, such payment or applicable portion thereof shall not be deemed to be a Covered Payment for purposes of the Agreement.

2.

Miscellaneous

(a) Other than as expressly modified herein, the Original Agreement shall remain in full force and effect.

(b) This Amendment and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Amendment nor any of the rights, interests or obligations hereunder may be assigned by any of the parties hereto without the prior written consent of the other parties hereto.

1

(c) This Amendment and all other agreements executed pursuant to the terms of this Amendment or the Original Agreement will be governed by and construed in accordance with the laws of the State of Delaware without reference to the choice of law principles thereof. The parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the Chancery Court of Delaware and, in the absence of such jurisdiction, the United States District Court for the District of Delaware, and, in the absence of such federal jurisdiction, the parties consent to be subject to the exclusive jurisdiction of any Delaware state court sitting in New Castle County and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such suit, action or other proceeding. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT SUCH PARTIES MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR ACTION ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE). EACH PARTY HEREBY CERTIFIES THAT NO OTHER PARTY HERETO NOR ANY OF THEIR REPRESENTATIVES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THEY WOULD NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL. FURTHER, EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTIES RELIED ON THIS WAIVER OF RIGHT TO JURY TRIAL AS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT.

(d) This Amendment may be executed by the parties hereto individually or in any combination, in counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. In the event that any signature to this Amendment or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. No party hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

(e) If any provision or provisions of this Amendment, the Original Agreement or of any of the documents or instruments delivered pursuant hereto or thereto, or any portion of any provision hereof or thereof, shall be deemed invalid or unenforceable pursuant to a final determination of any court of competent jurisdiction or as a result of future legislative action, then such provision or portion thereof shall be construed to give effect to the parties’ intent regarding such provision or portion thereof to the maximum extent permitted by applicable Law, and such determination or action shall be construed so as not to affect the validity, enforceability or effect of any other portion hereof or thereof.

2

(f) With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

(g) This Amendment, together with the Original Agreement and the documents and instruments referred to herein and therein, embody the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior agreements and understandings between the parties with respect to the subject matter hereof. There are no restrictions, promises, representations, warranties, covenants or undertakings of the parties hereto in respect of the subject matter hereof, other than those expressly set forth or referred to herein or therein.

3

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and date first above written.

WESTWOOD ONE, INC.
By:	/s/ David Hillman
	Name:	David Hillman
	Title:	GC and CAO

[Amendment to Indemnity and Contribution Agreement]

GORES RADIO HOLDINGS, LLC By: THE GORES GROUP, LLC, its Manager
By:	/s/ Jonathan Gimbel
	Name:	Jonathan Gimbel
	Title:	Principal
ACKNOWLEDGED BY: GORES CAPITAL PARTNERS II, L.P. By: GORES CAPITAL ADVISORS II, LLC, its General Partner By: THE GORES GROUP, LLC, its Manager
By:	/s/ Jonathan Gimbel
	Name:	Jonathan Gimbel
	Title:	Principal
GORES CO-INVEST PARTNERSHIP II, L.P By: GORES CAPITAL ADVISORS II, LLC, its General Partner By: THE GORES GROUP, LLC, its Manager
By:	/s/ Jonathan Gimbel
	Name:	Jonathan Gimbel
	Title:	Principal

[Amendment to Indemnity and Contribution Agreement]

VERGE MEDIA COMPANIES, INC.
By:	/s/ Neal Schore
	Name:	Neal Schore
	Title:	President and Chief Executive Officer
TRITON MEDIA GROUP, LLC
By:	/s/ Neal Schore
	Name:	Neal Schore
	Title:	President and Chief Executive Officer

[Amendment to Indemnity and Contribution Agreement]