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: April 1, 2015 (April 1, 2015)
Townsquare Media, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation
or organization)
333-197002
(Commission
File Number)
27-1996555  
(I.R.S. Employer
Identification No.)

240 Greenwich Avenue
Greenwich, Connecticut 06830
(Address of Principal Executive Officer, including Zip Code)

(203) 861-0900
(Registrant's telephone number, including area code)

Not applicable
(Former Name or Former Address, if Changed Since Last Report)  
__________________  
Check the appropriate box below if Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 435 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a - 12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))




Item 1.01 - Entry into a Material Definitive Agreement
6.500% Senior Notes due 2023
On April 1, 2015, Townsquare Media, Inc., a Delaware corporation (the “Company”), completed the previously announced sale of $300 million aggregate principal amount of its 6.500% senior notes due 2023 (the “New Notes”) at an issue price of 100.0%.
The New Notes were issued and sold in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act. The New Notes are senior unsecured obligations of the Company and are guaranteed on a senior basis by certain of the Company’s direct and indirect wholly-owned subsidiaries.
A copy of the press release announcing the closing of the offering of the New Notes is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Indenture
The terms of the New Notes are governed by the indenture, dated as of April 1, 2015 (the “Indenture”), among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee (the “Trustee”).
Interest and Maturity
The New Notes bear interest at a rate of 6.500% and mature on April 1, 2023. Interest is payable on the New Notes on April 1 and October 1 of each year, commencing on October 1, 2015.
Guarantees
The Company’s obligations under the New Notes are guaranteed by certain of its direct and indirect wholly-owned subsidiaries. The New Notes are the Company’s senior unsecured obligations, will rank equally with all of its existing and future senior unsecured debt and will be senior to all of its existing and future subordinated debt.
Covenants
The Indenture contains restrictive covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional debt or issue preferred stock; create liens; create restrictions on the Company’s subsidiaries’ ability to make payments to the Company; pay dividends and make other distributions in respect of the Company’s and its subsidiaries’ capital stock; make certain investments or certain other restricted payments; guarantee indebtedness; designate unrestricted subsidiaries; sell certain kinds of assets; enter into certain types of transactions with affiliates; and effect mergers and consolidations.
Certain of these covenants will be suspended if the New Notes are assigned an investment grade rating by Standard & Poor’s Investors Ratings Services, Moody’s Investors Service, Inc. or Fitch, Inc. and no default or event of default has occurred and is continuing.
Events of Default
The Indenture provides for events of default (subject in certain cases to customary grace and cure periods), which include, among others, nonpayment of principal or interest when due, breach of covenants or other agreements in the Indenture, defaults in payment of certain other indebtedness and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the Trustee or the Holders of 30% in principal amount of the outstanding New Notes may declare the principal of and unpaid interest on all of the New Notes to be due and payable immediately.
Redemption
At any time prior to April 1, 2018, the Company may redeem the New Notes in whole or in part at a redemption price equal to 100% of the principal amount of the New Notes plus the “applicable premium” set forth in the Indenture. At any time on or after April 1, 2018, the Company may redeem the New Notes at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to April 1, 2018, the Company may redeem up to 40% of the aggregate principal amount of the New Notes with the net cash proceeds of one or more equity offerings, as described

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in the Indenture, at a price equal to 106.500% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. If the Company experiences certain change of control events, holders of the New Notes may require it to repurchase all or part of their New Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.
The foregoing summary of the Indenture is qualified in its entirety by reference to the actual Indenture, which is attached hereto as Exhibit 4.1 and incorporated by reference herein.
Senior Secured Credit Facility
On April 1, 2015, the Company entered into a $325 million credit agreement (the “New Credit Agreement”) with Royal Bank of Canada, as administrative agent and collateral agent and the lenders and financial institutions party thereto. The New Credit Agreement, subject to the terms and conditions set forth therein, provides for a new seven-year, $275 million term loan facility (the “New Term Loan Facility”) and a five-year, $50 million revolving credit facility (the “New Revolving Credit Facility” and, together with the New Term Loan Facility, the “New Senior Secured Credit Facility”).
The New Senior Secured Credit Facility replaces the Company’s exiting $111.2 million senior secured term loan facility and its existing senior secured revolving credit facility (together, the “Existing Senior Secured Credit Facility”) under the Company’s existing credit agreement dated April 2, 2012, among Townsquare Radio, LLC, a wholly-owned subsidiary of the Company, as borrower, General Electric Capital Corporation, as administrative agent and collateral agent, and the guarantors, lenders, l/c issuers and financial institutions party thereto (the “Existing Credit Agreement”).
Maturity and prepayments
The New Term Loan Facility matures on April 1, 2022. Revolving loans and swingline loans incurred under the New Revolving Credit Facility mature on April 1, 2020.
Subject to certain exceptions, the New Senior Secured Credit Facility will be subject to mandatory pre-payments in amounts equal to (1) 100% of the net cash proceeds from issuances or incurrence of debt by the Company or any of the subsidiary guarantors (other than with respect to certain permitted indebtedness); (2) 100% of the net cash proceeds from certain sales or other dispositions of assets by the Company or any of the subsidiary guarantors in excess of a certain amount and subject to customary reinvestment provisions and certain other exceptions; and (3) 50% (with step-downs after December 31, 2015 to 25% and 0% based upon achievement of specified total net leverage ratios) of annual excess cash flow of the Company and its subsidiaries subject to customary exceptions and limitations.
Security and guarantees
The obligations of the Company under the New Senior Secured Credit Facility are guaranteed by each of its direct and indirect, existing and future, domestic subsidiaries, subject to customary exceptions and limitations, pursuant to a guarantee and security agreement, dated as of April 1, 2015 (the “Guarantee and Security Agreement”), by and between the Company, the guarantors party thereto and Royal Bank of Canada, as administrative and collateral agent.
The New Senior Secured Credit Facility is 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).
Interest
The initial per annum interest rate applicable to the New Term Loan Facility is 4.25%, based on current LIBOR levels, a 1.00% LIBOR floor and an applicable margin of 325 basis points. The per annum interest rate applicable to the New Revolving Credit Facility is based on current LIBOR levels (or an alternative base rate) and an applicable margin of 250 basis points however, the New Revolving Credit Facility was undrawn at the close of the transaction.
Covenants
The New Senior Secured Credit Facility contain a number of customary affirmative and negative covenants that, among other things, limit or restrict the ability of the Company and the guarantors to (1) incur additional indebtedness (including guarantee obligations); (2) incur liens; (3) engage in mergers or other fundamental changes; (4) sell certain property or assets; (5) pay dividends or other distributions; (6) make acquisitions, investments, loans and advances; (7) prepay certain indebtedness, including the New Notes; (8) change the nature of their business; (9) engage in certain transactions with affiliates; and (10) incur restrictions

3


on contractual obligations limiting interactions between the Company and its subsidiaries or limit actions in relation to the New Senior Secured Credit Facility.
Events of Default
The New Senior Secured Credit Facility will contain customary events of default, including with respect to nonpayment of principal, interest, fees or other amounts; material inaccuracy of a representation or warranty when made; failure to perform or observe covenants; cross-default to other indebtedness in an amount of $30 million; bankruptcy and insolvency events; inability to pay debts; monetary judgment defaults in an amount of $30 million; actual or asserted invalidity or impairment of any definitive loan documentation; and a change of control.
The foregoing description of the New Senior Secured Credit Facility is subject to, and qualified in its entirety by, the full text of the New Credit Agreement and the Guarantee and Security Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated by reference herein.
Item 1.02 - Termination of a Material Definitive Agreement
Existing Indenture and 9.500% Senior Notes due 2019
The Company is using a portion of the net proceeds from the offering of the New Notes, together with cash on hand and its borrowings under the New Term Loan Facility to redeem the remaining $410.9 million aggregate principal amount of the outstanding 9.00% senior notes due 2019 (the “Existing Notes”), issued by Townsquare Radio, LLC and Townsquare Radio, Inc., two of the Company’s wholly-owned subsidiaries, issued pursuant to an indenture dated as of April 4, 2012, by and between Townsquare Radio, LLC and Townsquare Radio, Inc., as issuers, the guarantors party thereto and Wilmington Trust, National Association, as trustee (the “Existing Indenture”). The obligations of the Company and the guarantors under the Existing Indenture and with respect to the Existing Notes were terminated on April 1, 2015, concurrently with the redemption of the Existing Notes pursuant to the terms of the Existing Indenture.
Existing Credit Agreement
The New Senior Secured Credit Facility entered into pursuant to the New Credit Agreement replaces the Existing Senior Secured Credit Facility entered into pursuant to the Existing Credit Agreement. All commitments under the Existing Senior Secured Credit Facility were terminated and all obligations thereunder were repaid effective April 1, 2015, concurrent with the effectiveness of the New Senior Secured Credit Facility.
Item 2.03 - Creation of a 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 by reference into this Item 2.03.
Item 9.01 - Financial Statements and Exhibits
(d)    Exhibits
The following exhibits are filed as part of this report:
Exhibit No.
Description
4.1
Indenture dated as of April 1, 2015, among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee.
4.2
Form of 6.500% Senior Note due 2023.
10.1
Credit Agreement dated as of April 1, 2015, among the Company, Royal Bank of Canada, as administrative agent and collateral agent, and the lenders and financial institutions party thereto.
10.2
Guarantee and Security Agreement dated as of April 1, 2015, among the Company, the guarantors party thereto and Royal Bank of Canada, as administrative and collateral agent.
99.1
Press Release of Townsquare Media, Inc., dated April 1, 2015.

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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.
    
 
TOWNSQUARE MEDIA, INC.

 
 
 
 
 
By:
/s/ Stuart Rosenstein
 
 
Name: Stuart Rosenstein
 
 
Title: Chief Financial Officer

Date: April 1, 2015


5
EXECUTION VERSION TOWNSQUARE MEDIA, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 6.500% Senior Notes due 2023 INDENTURE Dated as of April 1, 2015

 
-ii- Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1. Definitions. ................................................................................................................................... 1 SECTION 1.2. Other Definitions. ....................................................................................................................... 33 SECTION 1.4. Rules of Construction ................................................................................................................. 35 ARTICLE II THE NOTES SECTION 2.1. Form, Dating and Terms. ........................................................................................................... 36 SECTION 2.2. Execution and Authentication .................................................................................................... 43 SECTION 2.3. Registrar and Paying Agent ........................................................................................................ 44 SECTION 2.4. Paying Agent to Hold Money in Trust ....................................................................................... 44 SECTION 2.5. Holder Lists ................................................................................................................................ 44 SECTION 2.6. Transfer and Exchange. .............................................................................................................. 44 SECTION 2.7. Form of Certificate to be Delivered upon Termination of Restricted Period ............................. 48 SECTION 2.8. Form of Certificate to be Delivered in Connection with Transfers to IAIs ................................ 49 SECTION 2.9. Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S .......................................................................................................................... 50 SECTION 2.10. Form of Certificate to be Delivered in Connection with Transfers to AIs ................................. 52 SECTION 2.11. Mutilated, Destroyed, Lost or Stolen Notes ............................................................................... 53 SECTION 2.12. Outstanding Notes ...................................................................................................................... 54 SECTION 2.13. Temporary Notes ........................................................................................................................ 54 SECTION 2.14. Cancellation ................................................................................................................................ 54 SECTION 2.15. Payment of Interest; Defaulted Interest ...................................................................................... 55 SECTION 2.16. CUSIP and ISIN Numbers. ........................................................................................................ 55 ARTICLE III COVENANTS SECTION 3.1. Payment of Notes ....................................................................................................................... 56 SECTION 3.2. Limitation on Indebtedness. ....................................................................................................... 56 SECTION 3.3. Limitation on Restricted Payments. ........................................................................................... 60 SECTION 3.4. Limitation on Restrictions on Distributions from Restricted Subsidiaries ................................. 65 SECTION 3.5. Limitation on Sales of Assets and Subsidiary Stock .................................................................. 66 SECTION 3.6. Limitation on Liens .................................................................................................................... 69 SECTION 3.7. Limitation on Guarantees ........................................................................................................... 70 SECTION 3.8. Limitation on Affiliate Transactions .......................................................................................... 70 SECTION 3.9. Change of Control ...................................................................................................................... 72 SECTION 3.10. Reports ....................................................................................................................................... 74 SECTION 3.11. Future Guarantors ....................................................................................................................... 76 SECTION 3.12. Maintenance of Office or Agency .............................................................................................. 77 SECTION 3.13. Corporate Existence ................................................................................................................... 77 SECTION 3.14. Payment of Taxes ....................................................................................................................... 77 SECTION 3.15. [Reserved] .................................................................................................................................. 77 SECTION 3.16. Compliance Certificate ............................................................................................................... 77 SECTION 3.17. Further Instruments and Acts ..................................................................................................... 77 SECTION 3.18. Conduct of Business ................................................................................................................... 78 SECTION 3.19. Statement by Officers as to Default............................................................................................ 78

 
Page -iii- SECTION 3.20. Designation of Restricted and Unrestricted Subsidiaries ........................................................... 78 SECTION 3.21. Suspension of Certain Covenants on Achievement of Investment Grade Status ..................................................................................................................................... 78 SECTION 3.22. Limitation on Activities of License Subsidiaries ....................................................................... 79 ARTICLE IV SUCCESSOR COMPANY; Successor Person SECTION 4.1. Merger and Consolidation .......................................................................................................... 79 ARTICLE V REDEMPTION OF SECURITIES SECTION 5.1. Notices to Trustee....................................................................................................................... 80 SECTION 5.2. Selection of Notes to Be Redeemed or Purchased ..................................................................... 81 SECTION 5.3. Notice of Redemption ................................................................................................................ 81 SECTION 5.4. [Reserved] .................................................................................................................................. 82 SECTION 5.5. Deposit of Redemption or Purchase Price .................................................................................. 82 SECTION 5.6. Notes Redeemed or Purchased in Part........................................................................................ 82 SECTION 5.7. Optional Redemption ................................................................................................................. 83 SECTION 5.8. Mandatory Redemption .............................................................................................................. 84 ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.1. Events of Default ........................................................................................................................ 84 SECTION 6.2. Acceleration ............................................................................................................................... 86 SECTION 6.3. Other Remedies .......................................................................................................................... 86 SECTION 6.4. Waiver of Past Defaults .............................................................................................................. 86 SECTION 6.5. Control by Majority .................................................................................................................... 87 SECTION 6.6. Limitation on Suits ..................................................................................................................... 87 SECTION 6.7. Rights of Holders to Receive Payment ....................................................................................... 87 SECTION 6.8. Collection Suit by Trustee .......................................................................................................... 87 SECTION 6.9. Trustee May File Proofs of Claim .............................................................................................. 87 SECTION 6.10. Priorities ..................................................................................................................................... 88 SECTION 6.11. Undertaking for Costs ................................................................................................................ 88 ARTICLE VII TRUSTEE SECTION 7.1. Duties of Trustee ........................................................................................................................ 88 SECTION 7.2. Rights of Trustee ........................................................................................................................ 89 SECTION 7.3. Individual Rights of Trustee ....................................................................................................... 90 SECTION 7.4. Trustee’s Disclaimer .................................................................................................................. 91 SECTION 7.5. Notice of Defaults ...................................................................................................................... 91 SECTION 7.6. [Reserved] .................................................................................................................................. 91 SECTION 7.7. Compensation and Indemnity ..................................................................................................... 91 SECTION 7.8. Replacement of Trustee .............................................................................................................. 92 SECTION 7.9. Successor Trustee by Merger ..................................................................................................... 92 SECTION 7.10. Eligibility; Disqualification ........................................................................................................ 92 SECTION 7.11. [Reserved] .................................................................................................................................. 92

 
Page -iv- SECTION 7.12. Trustee’s Application for Instruction from the Company .......................................................... 93 ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE SECTION 8.1. Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance ................................ 93 SECTION 8.2. Legal Defeasance and Discharge ............................................................................................... 93 SECTION 8.3. Covenant Defeasance ................................................................................................................. 93 SECTION 8.4. Conditions to Legal or Covenant Defeasance ............................................................................ 94 SECTION 8.5. Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions ............................................................................................ 95 SECTION 8.6. Repayment to the Company ....................................................................................................... 95 SECTION 8.7. Reinstatement ............................................................................................................................. 95 ARTICLE IX AMENDMENTS SECTION 9.1. Without Consent of Holders ....................................................................................................... 96 SECTION 9.2. With Consent of Holders ............................................................................................................ 97 SECTION 9.3. Compliance with this Indenture ................................................................................................. 98 SECTION 9.4. Revocation and Effect of Consents and Waivers ....................................................................... 98 SECTION 9.5. Notation on or Exchange of Notes ............................................................................................. 98 SECTION 9.6. Trustee to Sign Amendments ..................................................................................................... 98 ARTICLE X GUARANTEE SECTION 10.1. Guarantee ................................................................................................................................... 98 SECTION 10.2. Limitation on Liability; Termination, Release and Discharge. ................................................ 100 SECTION 10.3. Right of Contribution ............................................................................................................... 101 SECTION 10.4. No Subrogation ........................................................................................................................ 101 ARTICLE XI SATISFACTION AND DISCHARGE SECTION 11.1. Satisfaction and Discharge ....................................................................................................... 101 SECTION 11.2. Application of Trust Money ..................................................................................................... 102 ARTICLE XII MISCELLANEOUS SECTION 12.1. Notices ..................................................................................................................................... 102 SECTION 12.2. Certificate and Opinion as to Conditions Precedent ................................................................. 103 SECTION 12.3. Statements Required in Certificate or Opinion ......................................................................... 103 SECTION 12.4. When Notes Disregarded.......................................................................................................... 104 SECTION 12.5. Rules by Trustee, Paying Agent and Registrar ......................................................................... 104 SECTION 12.6. Legal Holidays ......................................................................................................................... 104 SECTION 12.7. Governing Law ......................................................................................................................... 104 SECTION 12.8. Jurisdiction ............................................................................................................................... 104 SECTION 12.9. Waivers of Jury Trial ................................................................................................................ 104

 
Page -v- SECTION 12.10. USA PATRIOT Act ................................................................................................................. 104 SECTION 12.11. No Recourse Against Others .................................................................................................... 105 SECTION 12.12. Successors ................................................................................................................................ 105 SECTION 12.13. Multiple Originals .................................................................................................................... 105 SECTION 12.14. Table of Contents; Headings .................................................................................................... 105 SECTION 12.15. Force Majeure .......................................................................................................................... 105 SECTION 12.16. Severability .............................................................................................................................. 105 EXHIBIT A Form of Global Restricted Note EXHIBIT B Form of Supplemental Indenture

 
3997236v4 INDENTURE dated as of April 1, 2015, among TOWNSQUARE MEDIA, INC. (the “Company”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”). W I T N E S S E T H WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of (i) its 6.500% Senior Notes due 2023 issued on the date hereof (the “Initial Notes”) and (ii) any addi- tional Notes (“Additional Notes” and, together with the Initial Notes, the “Notes”) that may be issued after the Issue Date. WHEREAS, the Company has duly authorized the execution and delivery of this Indenture; WHEREAS, all things necessary (i) to make the Notes, when executed and duly issued by the Company and authenticated and delivered hereunder, the valid obligations of the Company, and (ii) to make this Indenture a valid agreement of the Company have been done; and NOW, THEREFORE, in consideration of the premises and the purchase of the Notes by the Holders there- of, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows: ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1. Definitions. “Acquired Indebtedness” means Indebtedness (1) of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary, (2) assumed in connection with the acquisition of assets from such Person, in each case whether or not Incurred by such Person in connection with such Person becoming a Restricted Subsidiary of the Company or such acquisition or (3) of a Person at the time such Person merges or amalgamates with or into or consolidates or otherwise combines with the Company or any Restricted Subsidiary. Acquired In- debtedness shall be deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of assets and, with respect to clause (3) of the preceding sentence, on the date of the relevant merger, amalgamation, consolidation or other combination. “Additional Assets” means: (1) any property or assets (other than Capital Stock) used or to be used by the Company, a Restricted Subsidiary or otherwise useful in a Similar Business (it being understood that capital expendi- tures on property or assets already used in a Similar Business or to replace any property or assets that are the subject of such Asset Disposition shall be deemed an investment in Additional Assets); (2) the Capital Stock of a Person that is engaged in a Similar Business and becomes a Re- stricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or a Restricted Sub- sidiary of the Company; or (3) Capital Stock constituting a minority interest in any Person that at such time is a Restrict- ed Subsidiary of the Company. “Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “con- trol” 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.

 
-2- “AI” means an “accredited investor” as described in Rule 501(a)(4) under the Securities Act. “Applicable Premium” means the greater of (A) 1.0% of the principal amount of such Note and (B) on any redemption date, the excess (to the extent positive) of: (a) the present value at such redemption date of (i) the redemption price of such Note at April 1, 2018 (such redemption price (expressed in percentage of principal amount) being set forth in the table under Section 5.7(d) (excluding accrued but unpaid interest, if any)), plus (ii) all required interest payments due on such Note to and including such date set forth in clause (i) (excluding accrued but unpaid interest, if any), computed upon the redemption date using a discount rate equal to the Applicable Treasury Rate at such redemption date plus 50 basis points; over (b) the outstanding principal amount of such Note; in each case, as calculated by the Company or on behalf of the Company by such Person as the Company shall des- ignate. The Trustee shall have no duty to calculate or verify the calculations of the Applicable Premium. “Applicable Treasury Rate” means the yield to maturity at the time of computation of United States Treas- ury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days (but not more than five Busi- ness Days) prior to the redemption date (or, if such statistical release is not so published or available, any publicly available source of similar market data selected by the Company in good faith)) most nearly equal to the period from the redemption date to April 1, 2018; provided, however, that if the period from the redemption date to April 1, 2018 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Applicable Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to such applicable date is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year shall be used. “Asset Disposition” means: (a) the sale, conveyance, transfer or other disposition, whether in a single transaction or a se- ries of related transactions, of property or assets (including by way of a Sale and Leaseback Transaction) of the Company or any of its Restricted Subsidiaries (in each case other than Capital Stock of the Company) (each referred to in this definition as a “disposition”); or (b) the issuance or sale of Capital Stock of any Restricted Subsidiary (other than Preferred Stock or Disqualified Stock of Restricted Subsidiaries issued in compliance with Section 3.2 hereof or di- rectors’ qualifying shares and shares issued to foreign nationals as required under applicable law), whether in a single transaction or a series of related transactions; in each case, other than: (1) a disposition by a Restricted Subsidiary to the Company or by the Company or a Re- stricted Subsidiary to a Restricted Subsidiary; (2) a disposition of cash, Cash Equivalents or Investment Grade Securities; (3) a disposition of inventory or other assets in the ordinary course of business or consistent with past practice (including allowing any registrations or any applications for registrations of any intellec- tual property rights to lapse or go abandoned in the ordinary course of business or consistent with past prac- tice);

 
-3- (4) a disposition of obsolete, surplus or worn out property, equipment or other assets or prop- erty, equipment or other assets that are no longer used or useful in the conduct of the business of the Com- pany and its Restricted Subsidiaries; (5) transactions permitted under Section 4.1 hereof or a transaction that constitutes a Change of Control; (6) an issuance of Capital Stock by a Restricted Subsidiary to the Company or to another Re- stricted Subsidiary or as part of or pursuant to an equity incentive or compensation plan approved by the Board of Directors; (7) any dispositions of Capital Stock, properties or assets in a single transaction or series of related transactions with a fair market value (as determined in good faith by the Company) of less than $10.0 million; (8) any Restricted Payment that is permitted to be made, and is made, under Section 3.3 and the making of any Permitted Payment or Permitted Investment or, solely for purposes of Section 3.5(a)(3), asset sales, the proceeds of which are used to make such Restricted Payments or Permitted Investments; (9) dispositions in connection with Permitted Liens; (10) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or consistent with past practice or in bankruptcy or similar pro- ceedings and exclusive of factoring or similar arrangements; (11) the licensing or sub-licensing of intellectual property or other general intangibles and li- censes, sub-licenses, leases or subleases of other property, in each case, in the ordinary course of business or consistent with past practice; (12) foreclosure, condemnation or any similar action with respect to any property or other as- sets; (13) the sale or discount (with or without recourse, and on customary or commercially reason- able terms and for credit management purposes) of accounts receivable or notes receivable arising in the ordinary course of business or consistent with past practice, or the conversion or exchange of accounts re- ceivable for notes receivable; (14) any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Sub- sidiary; (15) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Company or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and as- sets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (16) (i) dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased, (ii) dispositions of property to the extent that the proceeds of such disposition are promptly applied to the purchase price of such re- placement property (which replacement property is actually promptly purchased) and (iii) to the extent al- lowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business; (17) any financing transaction with respect to property constructed, acquired, replaced, re- paired or improved (including any reconstruction, refurbishment, renovation and/or development of real

 
-4- property) by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Leaseback Transactions and asset securitizations, permitted by this Indenture; (18) dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the parties to such joint venture set forth in joint venture arrangements and similar binding arrangements; (19) any surrender or waiver of contract rights or the settlement, release or surrender of con- tract, tort or other claims of any kind; (20) the unwinding of any Hedging Obligations pursuant to its terms; (21) dispositions of non-core assets (a) acquired in connection with any acquisition permitted under this Indenture or any Permitted Investment or (b) with a fair market value not in excess of $20.0 mil- lion in the aggregate when taken together with all other dispositions pursuant to this clause (b); and (22) any swap of assets in exchange for services or other assets in the ordinary course of busi- ness of comparable or greater value or usefulness to the business as determined in good faith by the Com- pany. “Associate” means (i) any Person engaged in a Similar Business of which the Company or its Restricted Subsidiaries are the legal and beneficial owners of between 20% and 50% of all outstanding Voting Stock and (ii) any joint venture entered into by the Company or any Restricted Subsidiary of the Company. “Bankruptcy Law” means Title 11 of the United States Code or similar federal or state law for the relief of debtors. “Board of Directors” means (1) with respect to the Company or any corporation, the board of directors or managers, as applicable, of the corporation, or any duly authorized committee thereof; (2) with respect to any part- nership, the board of directors or other governing body of the general partner of the partnership or any duly author- ized committee thereof; and (3) with respect to any other Person, the board or any duly authorized committee of such Person serving a similar function. Whenever any provision requires any action or determination to be made by, or any approval of, a Board of Directors, such action, determination or approval shall be deemed to have been taken or made if approved by a majority of the directors on any such Board of Directors (whether or not such action or approval is taken as part of a formal board meeting or as a formal board approval). “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of a Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee. “Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York, United States or the jurisdiction of the place of payment are authorized or required by law to close. “Capital Stock” of any Person means any and all shares of, rights to purchase, warrants, options or deposi- tary receipts for, or other equivalents of or partnership or other interests in (however designated), equity of such Per- son, including any Preferred Stock, but excluding any debt securities convertible into such equity. “Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes on the basis of GAAP. The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined on the basis of GAAP, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty. “Cash Equivalents” means:

 
-5- (1) (a) United States dollars, Canadian dollars, Euro, or any national currency of any member state of the European Union; or (b) any other foreign currency held by the Company and the Restricted Subsidiaries in the ordinary course of business; (2) securities issued or directly and fully Guaranteed or insured by the United States or Ca- nadian governments, a member state of the European Union or, in each case, or any agency or instrumen- tality of the foregoing (provided that the full faith and credit obligation of such country or such member state is pledged in support thereof), having maturities of not more than two years from the date of acquisi- tion; (3) certificates of deposit, time deposits, Eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof is- sued by any lender or by any bank or trust company (a) whose commercial paper is rated at least “A-2” or the equivalent thereof by S&P or at least “P-2” or the equivalent thereof by Moody’s (or if at the time nei- ther is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) or (b) (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital and surplus in excess of $100.0 million; (4) repurchase obligations for underlying securities of the types described in clauses (2), (3) and (7) entered into with any bank meeting the qualifications specified in clause (3) above; (5) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any Person referenced in clause (3) above; (6) commercial paper rated at least (A) “A-1” or higher by S&P or “P-1” or higher by Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Na- tionally Recognized Statistical Rating Organization selected by the Company) maturing within two years after the date of creation thereof or (B) “A-2” or higher by S&P or “P-2” or higher by Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Sta- tistical Rating Organization selected by the Company) maturing within one year after the date of creation thereof, or, in each case, if no rating is available in respect of the commercial paper, the Company of which has an equivalent rating in respect of its long-term debt; (7) marketable short-term money market and similar securities having a rating of at least “P- 2” or “A-2” from either S&P or Moody’s, respectively (or, if at the time, neither is issuing comparable rat- ings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Company) and in each case maturing within 24 months after the date of creation or acquisition thereof; (8) readily marketable direct obligations issued by any state, province, commonwealth or ter- ritory of the United States of America or Canada or any political subdivision, taxing authority or public in- strumentality thereof, in each case, having one of the two highest ratings categories by S&P or Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Company) with maturities of not more than two years from the date of acquisition; (9) readily marketable direct obligations issued by any foreign government or any political subdivision, taxing authority or public instrumentality thereof, in each case, having one of the two highest ratings categories obtainable by S&P or Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Company) with maturities of not more than two years from the date of acquisition; (10) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated within the three highest ratings categories by S&P or Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Company);

 
-6- (11) with respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of busi- ness provided such country is a member of the Organization for Economic Cooperation and Development, in each case maturing within one year after the date of investment therein, (ii) certificates of deposit of, bankers’ acceptance of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least “A-1” or the equivalent thereof or from Moody’s is at least “P-1” or the equivalent thereof (any such bank being an “Approved Foreign Bank”), and in each case with maturities of not more than 270 days from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank; (12) Indebtedness or Preferred Stock issued by Persons with a rating of “BBB-” or higher from S&P or “Baa3” or higher from Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Com- pany) with maturities of 24 months or less from the date of acquisition; (13) bills of exchange issued in the United States, Canada, a member state of the European Union, or Japan eligible for rediscount at the relevant central bank and accepted by a bank (or any demate- rialized equivalent); (14) interests in any investment company, money market or enhanced high yield fund or other investment fund which invests 90% or more of its assets in instruments of the types specified in clauses (1) through (13) above; and (15) for purposes of clause (2) of the definition of “Asset Disposition,” any marketable securi- ties portfolio owned by the Company and its subsidiaries on the Issue Date. In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a coun- try outside the United States of America, Cash Equivalents shall also include (a) investments of the type and maturi- ty described in clauses (1) through (9) and clauses (11) through (14) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from compara- ble foreign rating agencies and (b) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (14) and in this paragraph. Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (1) above, provided that such amounts are converted into any currency listed in clause (1) as promptly as practicable and in any event within 10 Business Days following the receipt of such amounts. For the avoidance of doubt, any items identified as Cash Equivalents under this definition (other than clause (15) above) will be deemed to be Cash Equivalents for all purposes under this Indenture regardless of the treatment of such items under GAAP. “Cash Management Services” means any of the following to the extent not constituting a line of credit (other than an overnight draft facility that is not in default): automated clearing house transfers of funds, treasury, depository, credit or debit card, purchasing card, and/or cash management services, including controlled disburse- ment services, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services. “Change of Control” means: (1) the Company becomes aware of (by way of a report or any other filing pursuant to Sec- tion 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Issue Date), other than one or more Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Issue Date), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company; or

 
-7- (2) the sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation, consolidation or other business combination transaction), in one or a series of related trans- actions, of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole to a Person, other than a Restricted Subsidiary or one or more Permitted Holders. “Code” means the United States Internal Revenue Code of 1986, as amended. “Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including amortization or write-off of (i) intangibles and non-cash organization costs and (ii) deferred financing fees or costs, capitalized expenditures, customer acquisition costs and incentive payments, conversion costs and contract acquisition costs, the amortization of original issue dis- count resulting from the issuance of Indebtedness at less than par and amortization of favorable or unfavorable lease assets or liabilities, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and other- wise determined in accordance with GAAP and any write-down of assets or asset value carried on the balance sheet. “Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period: (1) increased (without duplication) by: (a) provision for taxes based on income or profits or capital, including, without limitation, federal, state, provincial, local, foreign, unitary, franchise and similar taxes and foreign withholding and similar taxes of such Person paid or accrued during such period, including any penalties and interest relating to any tax examinations, deducted (and not added back) in compu- ting Consolidated Net Income; plus (b) Fixed Charges of such Person for such period (including (x) net losses on any Hedging Obligations or other derivative instruments entered into for the purpose of hedging inter- est rate, currency or commodities risk, (y) bank fees and (z) costs of surety bonds in connection with financing activities, plus amounts excluded from the definition of “Consolidated Interest Ex- pense” pursuant to clauses (t) through (z) in clause (1) thereof), to the extent the same were de- ducted (and not added back) in calculating such Consolidated Net Income; plus (c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus (d) any (x) Transaction Expenses and (y) fees, costs, expenses or charges (other than Consolidated Depreciation and Amortization Expense) related to any actual, proposed or con- templated Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the of- fering of the Notes, the Credit Agreement and any other Credit Facilities, and (ii) any amendment, waiver or other modification of the Notes, the Credit Agreement, any other Credit Facilities, any other Indebtedness permitted to be Incurred under this Indenture or any Equity Offering, in each case, whether or not consummated, to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus (e) (i) the amount of any restructuring charge, reserve, integration cost or other business optimization expense or cost (including charges directly related to the implementation of cost-savings initiatives) that is deducted (and not added back) in such period in computing Consol- idated Net Income, including any one-time costs incurred in connection with acquisitions or di- vestitures after the Issue Date, including, without limitation, those related to any severance, reten- tion, signing bonuses, relocation, recruiting and other employee related costs, future lease com- mitments and costs related to the opening and closure and/or consolidation of facilities and to ex-

 
-8- isting lines of business and (ii) fees, costs and expenses associated with acquisition related litiga- tion and settlements thereof; plus (f) any other non-cash charges, write-downs, expenses, losses or items reducing Consolidated Net Income for such period including any impairment charges or the impact of pur- chase accounting, (excluding any such non-cash charge, write-down or item to the extent it repre- sents an accrual or reserve for a cash expenditure for a future period); plus (g) the amount of management, monitoring, advisory, consulting, refinancing, sub- sequent transaction and exit fees (including termination fees) and related indemnities and expenses paid or accrued in such period to Oaktree to the extent permitted under Section 3.8 hereof; plus (h) the amount of “run-rate” cost savings, operating expense reductions, other oper- ating improvements and initiatives and synergies projected by the Company in good faith to be reasonably anticipated to be realizable (calculated on a pro forma basis as though such cost sav- ings, operating expense reductions, other operating improvements and initiatives and synergies had been realized on the first day of such period), net of the amount of actual benefits realized dur- ing such period from such actions; provided that (x) such cost savings are reasonably identifiable, reasonably attributable to the actions specified and reasonably anticipated to result from such ac- tions (in the good faith determination of the Company) and (y) such actions have been taken or are to be taken within 18 months; plus (i) any costs or expense incurred by the Company or a Restricted Subsidiary pursu- ant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Capital Stock (other than Disqualified Stock) of the Company solely to the extent that such net cash proceeds are excluded from the calculation set forth in Sec- tion 3.3(a)(3) hereof; plus (j) cash receipts (or any netting arrangements resulting in reduced cash expendi- tures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the ex- tent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to clause (2) below for any previous period and not added back; plus (k) any net loss included in the Consolidated Net Income attributable to non- controlling interests pursuant to the application of Accounting Standards Codification Topic 810- 10-45 (“Topic 810”); plus (l) realized foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Company and its Re- stricted Subsidiaries; plus (m) net realized losses from Hedging Obligations or embedded derivatives that re- quire similar accounting treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements; plus (n) letter of credit fees. (2) decreased (without duplication) by: (a) non-cash gains increasing Consolidated Net In- come of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase Consolidated EBITDA in such prior period; plus (b) realized foreign exchange income or gains re- sulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance

 
-9- sheet of the Company and its Restricted Subsidiaries; plus (c) any net realized income or gains from Hedg- ing Obligations or embedded derivatives that require similar accounting treatment and the application of Accounting Standards Codification Topic 815 and related pronouncements, plus (d) any net income includ- ed in the Consolidated Net Income attributable to non-controlling interests pursuant to the application of Topic 810; and (3) increased or decreased (without duplication) by, as applicable, any adjustments resulting from the application of Accounting Standards Codification Topic 460 or any comparable regulation. “Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of: (1) consolidated interest expense of such Person and its Restricted Subsidiaries for such peri- od, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount or premium resulting from the issuance of Indebted- ness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest ex- pense attributable to the movement in the mark to market valuation of any Hedging Obligations or other de- rivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and ex- cluding (t) penalties and interest relating to taxes, (u) any additional cash interest owing pursuant to any registration rights agreement, (v) accretion or accrual of discounted liabilities other than Indebtedness, (w) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other fi- nancing fees, and (z) interest with respect to Indebtedness of any parent of such Person appearing upon the balance sheet of such Person solely by reason of push-down accounting under GAAP); plus (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less (3) interest income for such period. For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. “Consolidated Net Income” means, with respect to any Person for any period, the net income (loss) of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis on the basis of GAAP; provided, however, that there will not be included in such Consolidated Net Income: (1) any net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that the Company’s equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that (as reasonably determined by an Officer of the Company) could have been distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution or return on investment (subject, in the case of a dividend or other distribution or return on investment to a Restricted Subsidiary, to the limitations contained in clause (2) below); (2) solely for the purpose of determining the amount available for Restricted Payments under Section 3.3(a)(iii)(B) hereof, any net income (loss) of any Restricted Subsidiary (other than the Company and the Guarantors) if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Com- pany or a Guarantor by operation of the terms of such Restricted Subsidiary’s articles, charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to

 
-10- such Restricted Subsidiary or its shareholders (other than (a) restrictions that have been waived or other- wise released, (b) restrictions pursuant to the Credit Agreement, the Notes, or this Indenture, and (c) re- strictions specified in Section 3.4(b)(13)(i)), except that the Company’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the ag- gregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation con- tained in this clause); (3) any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized upon the sale or other disposition of any asset (including pursuant to any Sale and Leaseback Transaction) or disposed operations of the Company or any Restricted Subsidiaries which is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by an Officer or the Board of Directors of the Company); (4) any extraordinary, exceptional, unusual or nonrecurring gain, loss, charge or expense or any charges, expenses or reserves in respect of any restructuring, redundancy or severance expense; (5) the cumulative effect of a change in accounting principles, including any impact resulting from an election by the Company to apply IFRS at any time following the Issue Date; (6) any (i) non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards and any non-cash deemed finance charges in respect of any pension liabilities or other provisions or on the re-valuation of any benefit plan obligation and (ii) income (loss) at- tributable to deferred compensation plans or trusts; (7) all deferred financing costs written off and premiums paid or other expenses incurred di- rectly in connection with any early extinguishment of Indebtedness and any net gain (loss) from any write-off or forgiveness of Indebtedness; (8) any unrealized gains or losses in respect of any Hedging Obligations or any ineffective- ness recognized in earnings related to qualifying hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of any Hedging Obligations; (9) any unrealized foreign currency translation or transaction gains or losses in respect of In- debtedness of any Person denominated in a currency other than the functional currency of such Person and any unrealized foreign exchange gains or losses relating to translation of assets and liabilities denominated in foreign currencies; (10) any unrealized foreign currency translation or transaction gains or losses in respect of In- debtedness or other obligations of the Company or any Restricted Subsidiary owing to the Company or any Restricted Subsidiary; (11) any purchase accounting effects, including adjustments to inventory, property and equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Company and the Restricted Subsidiaries), as a result of any consummated acquisition, or the amortization or write-off of any amounts thereof (including any write-off of in process research and development); (12) any goodwill or other intangible asset impairment charge or write-off; (13) any after-tax effect of income (loss) from the early extinguishment or cancellation of In- debtedness or any Hedging Obligations or other derivative instruments;

 
-11- (14) accruals and reserves that are established or adjusted within twelve (12) months after the Issue Date that are so required to be established or adjusted as a result of Transactions in accordance with GAAP; (15) any net unrealized gains and losses resulting from Hedging Obligations or embedded de- rivatives that require similar accounting treatment and the application of Accounting Standards Codifica- tion Topic 815 and related pronouncements; (16) the amount of any expense to the extent a corresponding amount is received in cash by the Company and the Restricted Subsidiaries from a Person other than the Company or any Restricted Sub- sidiaries under any agreement providing for reimbursement of any such expense, provided such reim- bursement payment has not been included in determining Consolidated Net Income (it being understood that if the amounts received in cash under any such agreement in any period exceed the amount of expense in respect of such period, such excess amounts received may be carried forward and applied against ex- pense in future periods); and (17) any deferred tax expense associated with tax deductions or net operating losses arising as a result of the Transactions, or the release of any valuation allowances related to such item. In addition, to the extent not already included in the Consolidated Net Income of such Person and its Re- stricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall in- clude (i) any expenses and charges that are reimbursed by indemnification or other reimbursement provisions in connection with any investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder, or, so long as the Company has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed and only to the extent that such amount is (A) not denied by the applicable payor in writing with- in 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days) and (ii) to the extent covered by insurance (including business interruption insurance) and actually reimbursed, or, so long as the Company has made a deter- mination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the ex- tent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interrup- tion. “Consolidated Secured Leverage” means, the sum of the aggregate outstanding Secured Indebtedness for borrowed money of the Company and its Restricted Subsidiaries. “Consolidated Secured Leverage Ratio” means, as of any date of determination, the ratio of (x) Consolidated Secured Leverage at such date to (y) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Company are available, in each case with such pro forma adjustments as are consistent with the pro forma adjustments set forth in the definition of “Leverage Ratio”; provided that, for the pur- pose of determining Consolidated Secured Leverage, the aggregate amount of cash and Cash Equivalents of the Company and its Restricted Subsidiaries shall be determined without giving pro forma effect to the proceeds of In- debtedness incurred on such date. “Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a con- solidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obliga- tions and debt obligations evidenced by promissory notes and similar instruments and (2) the aggregate amount of all outstanding Disqualified Stock of the Company and all Disqualified Stock and Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP; provided that Indebtedness of the Compa- ny and its Restricted Subsidiaries under any revolving credit facility or line of credit as at any date of determination shall be determined using the Average Quarterly Balance of such Indebtedness for the most recently ended four fis-

 
-12- cal quarters for which internal financial statements are available as of such date of determination (the “Reference Period”). For purposes hereof, (a) the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disquali- fied Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Company, (b) “Average Quarterly Balance” means, with respect to any Indebtedness incurred by the Company or its Restricted Subsidiaries under a revolving facility or line of credit, the quotient of (x) the sum of each Individual Quarterly Balance for each fiscal quarter ended on or prior to such date of determination and included in the Reference Period divided by (y) 4, and (c) “Individual Quar- terly Balance” means, with respect to any Indebtedness incurred by the Company or its Restricted Subsidiaries under a revolving credit facility or line of credit during any fiscal quarter of the Company, the quotient of (x) the sum of the aggregate outstanding principal amount of all such Indebtedness at the end of each day of such quarter divided by (y) the number of days in such fiscal quarter. “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing in any manner, whether directly or indirectly, any operating lease, dividend or other obligation that does not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”), including any obligation of such Person, whether or not contingent: (1) to purchase any such primary obligation or any property constituting direct or indirect se- curity therefor; (2) to advance or supply funds: (a) for the purchase or payment of any such primary obligation; or (b) to maintain the working capital or equity capital of the primary obligor or oth- erwise to maintain the net worth or solvency of the primary obligor; or (3) to purchase property, securities or services primarily for the purpose of assuring the own- er of any such primary obligation of the ability of the primary obligor to make payment of such primary ob- ligation against loss in respect thereof. “Covenant Suspension” means, during any period of time following the issuance of the Notes, that (i) the Notes have achieved Investment Grade Status, and (ii) no Default or Event of Default has occurred and is continuing under this Indenture. “Credit Agreement” means the Credit Agreement to be entered into by and among the Company, the guar- antors from time to time party thereto, Royal Bank of Canada, as administrative agent and collateral agent, and each lender from time to time party thereto, together with the related documents thereto (including the revolving loans thereunder, any letters of credit and reimbursement obligations related thereto, any Guarantees and security docu- ments), as amended, extended, renewed, restated, refunded, replaced, refinanced, supplemented, modified or other- wise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provi- sions) from time to time, and any one or more agreements (and related documents) governing Indebtedness, includ- ing indentures, incurred to refinance, substitute, supplement, replace or add to (including increasing the amount available for borrowing or adding or removing any Person as a borrower, Company or guarantor thereunder, in whole or in part), the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or one or more successors to the Credit Agreement or one or more new credit agreements. “Credit Facility” means, with respect to the Company or any of its Subsidiaries, one or more debt facilities, indentures or other arrangements (including the Credit Agreement or commercial paper facilities and overdraft facil- ities) with banks, other financial institutions or investors providing for revolving credit loans, term loans, notes, re- ceivables financing (including through the sale of receivables to such institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit or other Indebtedness, in each

 
-13- case, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time (and whether in whole or in part and whether or not with the original administrative agent and lenders or another administrative agent or agents or other banks or institutions and whether provided under the original Credit Agreement or one or more other credit or other agreements, indentures, financing agreements or otherwise) and in each case including all agreements, instruments and documents executed and deliv- ered pursuant to or in connection with the foregoing (including any notes and letters of credit issued pursuant thereto and any Guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other Guarantees, pledges, agreements, security agreements and collateral documents). Without limiting the generality of the foregoing, the term “Credit Facility” shall include any agreement or instrument (1) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Company as additional borrowers or guarantors thereunder, (3) increasing the amount of Indebtedness In- curred thereunder or available to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof. “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bank- ruptcy Law. “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default. “Definitive Notes” means certificated Notes. “Designated Non-Cash Consideration” means the fair market value (as determined in good faith by the Company) of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Cer- tificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent payment, redemption, retirement, sale or other disposition of such Designated Non-Cash Consid- eration. A particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compli- ance with Section 3.5 hereof. “Designated Preferred Stock” means, with respect to the Company, Preferred Stock (other than Disquali- fied Stock) (a) that is issued for cash (other than to the Company or a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees to the extent funded by the Company or such Subsidiary) and (b) that is designated as “Designated Preferred Stock” pursuant to an Officer’s Certificate of the Company at or prior to the issuance thereof, the Net Cash Proceeds of which are excluded from the calculation set forth in Section 3.3(a)(iii)(C) hereof. “Disinterested Director” means, with respect to any Affiliate Transaction, a member of the Board of Direc- tors of the Company having no material direct or indirect financial interest in or with respect to such Affiliate Trans- action. A member of the Board of Directors of the Company shall be deemed not to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any options, warrants or other rights in respect of such Capital Stock. “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the hap- pening of any event: (1) matures or is mandatorily redeemable for cash or in exchange for Indebtedness pursuant to a sinking fund obligation or otherwise; or (2) is or may become (in accordance with its terms) upon the occurrence of certain events or otherwise redeemable or repurchasable for cash or in exchange for Indebtedness at the option of the holder of the Capital Stock in whole or in part,

 
-14- in each case on or prior to the earlier of (a) the Stated Maturity of the Notes or (b) the date on which there are no Notes outstanding; provided, however, that (i) only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock and (ii) any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or asset sale (howsoever defined or referred to) shall not constitute Disqualified Stock if any such redemption or repurchase obligation is subject to compliance by the relevant Person with Sec- tion 3.3 hereof; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Dis- qualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations. “Dollars” or “$” means the lawful money of the United States of America. “Domestic Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary. “DTC” means The Depository Trust Company or any successor securities clearing agency. “Equity Offering” means (x) a sale of Capital Stock of the Company (other than Disqualified Stock) other than offerings registered on Form S-8 (or any successor form) under the Securities Act or any similar offering in other jurisdictions, or (y) the sale of Capital Stock or other securities, the proceeds of which are contributed to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock or through an Excluded Contribution) of the Company or any of its Restricted Subsidiaries. “Euro” means the single currency of participating member states of the economic and monetary union as contemplated in the Treaty on European Union. “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regula- tions of the SEC promulgated thereunder, as amended. “Excluded Contribution” means Net Cash Proceeds or property or assets received by the Company as capi- tal contributions to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Company after the Issue Date or from the issuance or sale (other than to a Restricted Subsidiary or an em- ployee stock ownership plan or trust established by the Company or any Subsidiary of the Company for the benefit of their employees to the extent funded by the Company or any Restricted Subsidiary) of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Company, in each case, to the extent designated as an Ex- cluded Contribution pursuant to an Officer’s Certificate of the Company. “fair market value” may be conclusively established by means of an Officer’s Certificate or resolutions of the Board of Directors of the Company setting out such fair market value as determined by such Officer or such Board of Directors in good faith. “FCC” means the Federal Communications Commission or any governmental authority succeeding to the Federal Communications Commission. “FCC Licenses” means the licenses, permits, authorizations or certificates to construct, own or operate tel- evision or radio stations granted by the FCC, and all extensions, additions and renewals thereto or thereof. “Fitch” means Fitch Ratings, Inc. or any of its successors or assigns that is a Nationally Recognized Statis- tical Rating Organization. “Fixed Charges” means, with respect to any Person for any period, the sum of: (1) Consolidated Interest Expense of such Person for such Period;

 
-15- (2) all cash dividends or other distributions paid (excluding items eliminated in consolida- tion) on any series of Preferred Stock of any Restricted Subsidiary of such Person during such period; and (3) all cash dividends or other distributions paid (excluding items eliminated in consolida- tion) on any series of Disqualified Stock during this period. “Foreign Subsidiary” means, with respect to any Person, any Subsidiary of such Person that is not orga- nized or existing under the laws of the United States, any state thereof or the District of Columbia and any Subsidi- ary of such Subsidiary. “GAAP” means generally accepted accounting principles in the United States of America as in effect on the date of any calculation or determination required hereunder. Except as otherwise set forth in this Indenture, all ratios and calculations based on GAAP contained in this Indenture shall be computed in accordance with GAAP. At any time after the Issue Date, the Company may elect to establish that GAAP shall mean the GAAP as in effect on or prior to the date of such election; provided that any such election, once made, shall be irrevocable. At any time after the Issue Date, the Company may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Indenture), including as to the ability of the Company to make an election pursuant to the previous sentence; provided that any such election, once made, shall be irrevocable; provided, further, that any calculation or determi- nation in this Indenture that require the application of GAAP for periods that include fiscal quarters ended prior to the Company’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP; provided, further again, that the Company may only make such election if it also elects to report any subse- quent financial reports required to be made by the Company, including pursuant to Section 13 or Section 15(d) of the Exchange Act and Section 3.10 hereof, in IFRS. The Company shall give notice of any such election made in accordance with this definition to the Trustee and the Holders. “GE Capital” means, collectively, General Electric Capital Corporation and funds or partnerships related to, or managed or advised by it or any of its affiliates, or any Affiliate of any of them. “Governmental Authority” means any nation, sovereign or government, any state, province, territory or other political subdivision thereof, and any entity or authority exercising executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to government, including a central bank or stock ex- change. “Guarantee” means, any obligation, contingent or otherwise, of any Person directly or indirectly guarantee- ing any Indebtedness of any other Person, including any such obligation, direct or indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such In- debtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial state- ment conditions or otherwise); or (2) entered into primarily for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “Guarantee” will not include (x) endorsements for collection or deposit in the ordi- nary course of business or consistent with past practice and (y) standard contractual indemnities or product warran- ties provided in the ordinary course of business, and provided, further, that the amount of any Guarantee shall be deemed to be the lower of (i) an amount equal to the stated or determinable amount of the primary obligation in re- spect of which such Guarantee is made and (ii) the maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee or, if such Guarantee is not an uncondi- tional guarantee of the entire amount of the primary obligation and such maximum amount is not stated or determi-

 
-16- nable, the amount of such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as de- termined by such Person in good faith. The term “Guarantee” used as a verb has a corresponding meaning. “Guarantor” means any Restricted Subsidiary that Guarantees the Notes, until such Note Guarantee is re- leased in accordance with the terms of this Indenture. “Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, com- modity cap agreement, commodity collar agreement, foreign exchange contracts, currency swap agreement or simi- lar agreement providing for the transfer or mitigation of interest rate, commodity price or currency risks either gen- erally or under specific contingencies. “Holder” means each Person in whose name the Notes are registered on the Registrar’s books, which shall initially be the respective nominee of DTC. “IAI” means an institutional “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act. “IFRS” means the International Financial Reporting Standards, as issued by the International Accounting Standards Board as in effect from time to time. “Immaterial Subsidiary” means, at any date of determination, each Restricted Subsidiary of the Company that (i) has not guaranteed any other Indebtedness of the Company and (ii) has Total Assets together with all other Immaterial Subsidiaries (as determined in accordance with GAAP) and Consolidated EBITDA of less than 5.0% of the Company’s Total Assets and Consolidated EBITDA (measured, in the case of Total Assets, at the end of the most recent fiscal period for which internal financial statements are available and, in the case of Consolidated EBITDA, for the most recently ended four consecutive fiscal quarters for which internal consolidated financial statements are available, in each case measured on a pro forma basis giving effect to any acquisitions or dispositions of the companies, division or lines of business since such balance sheet date or the start of such four quarter period, as applicable, and on or prior to the date of acquisition of such Subsidiary). “Incur” means issue, create, assume, enter into any Guarantee of, incur, extend or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing and any Indebtedness pursuant to any revolving credit or similar facility shall only be “Incurred” at the time any funds are borrowed thereunder. “Indebtedness” means, with respect to any Person on any date of determination (without duplication): (1) the principal of indebtedness of such Person for borrowed money; (2) the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (3) all reimbursement obligations of such Person in respect of letters of credit, bankers’ ac- ceptances or other similar instruments (the amount of such obligations being equal at any time to the aggre- gate then undrawn and unexpired amount of such letters of credit or other instruments plus the aggregate amount of drawings thereunder that have not been reimbursed) (except to the extent such reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of Incurrence); (4) the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables), which purchase price is due more than one year after the date of placing such property in service or taking final delivery and title thereto;

 
-17- (5) Capitalized Lease Obligations of such Person; (6) the principal component of all obligations, or liquidation preference, of such Person with respect to any Disqualified Stock or, with respect to any Restricted Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends); (7) the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination (as determined in good faith by the Company) and (b) the amount of such Indebtedness of such other Persons; (8) Guarantees by such Person of the principal component of Indebtedness of other Persons to the extent Guaranteed by such Person; and (9) to the extent not otherwise included in this definition, net obligations of such Person un- der Hedging Obligations (the amount of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would be payable by such Person at the termination of such agreement or arrangement); with respect to clauses (1), (2), (4) and (5) above, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the foot- notes thereto) of such Person prepared in accordance with GAAP; provided, that Indebtedness of any Parent Entity appearing upon the balance sheet of the Company solely by reason of push-down accounting under GAAP shall be excluded. The term “Indebtedness” shall not include any lease, concession or license of property (or Guarantee there- of) which would be considered an operating lease under GAAP as in effect on the Issue Date, any prepayments of deposits received from clients or customers in the ordinary course of business, or obligations under any license, permit or other approval (or Guarantees given in respect of such obligations) Incurred prior to the Issue Date or in the ordinary course of business or consistent with past practice. The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and then outstanding. The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount of Indebtedness, or liquidation preference thereof, in the case of any other Indebted- ness. Indebtedness shall be calculated without giving effect to the effects of Financial Accounting Standards Board Accounting Standards Codification Topic No. 815 and related interpretations to the extent such effects would oth- erwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness. Notwithstanding the above provisions, in no event shall the following constitute Indebtedness: (i) Contingent Obligations Incurred in the ordinary course of business or consistent with past practice, other than Guarantees or other assumptions of Indebtedness; (ii) Cash Management Services; (iii) any lease, concession or license of property (or Guarantee thereof) which would be consid- ered an operating lease under GAAP as in effect on the Issue Date or any prepayments of deposits received from clients or customers in the ordinary course of business or consistent with past practice; (iv) obligations under any license, permit or other approval (or Guarantees given in respect of such obligations) incurred prior to the Issue Date or in the ordinary course of business or consistent with past practice;

 
-18- (v) in connection with the purchase by the Company or any Restricted Subsidiary of any busi- ness, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid in a timely manner; or (vi) for the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obliga- tions or contributions or social security or wage Taxes. “Indenture” means this Indenture as amended or supplemented from time to time. “Independent Financial Advisor” means an investment banking or accounting firm of international standing or any third party appraiser of international standing; provided, however, that such firm or appraiser is not an Affili- ate of the Company. “Initial Notes” has the meaning ascribed to it in the second introductory paragraph of this Indenture. “Initial Purchasers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC, SunTrust Robinson Humphrey, Inc., Macquarie Capital (USA) Inc. and Jefferies LLC. “Intercompany License Agreement” means any cost sharing agreement, commission or royalty agreement, license or sub-license agreement, distribution agreement, services agreement, intellectual property rights transfer agreement or any related agreements, in each case where all the parties to such agreement are the Company or a Restricted Subsidiary. “Investment” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or indirect advance, loan or other extensions of credit (other than advances or extensions of credit to customers, suppliers, directors, officers or employees of any Person in the ordinary course of business or consistent with past practice, and excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or the Incurrence of a Guarantee of any obli- gation of, or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such other Persons and all other items that are or would be classified as investments on a balance sheet prepared on the basis of GAAP; provided, however, that endorsements of negotiable instruments and documents in the ordinary course of business or consistent with past practice will not be deemed to be an Investment. If the Company or any Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock of a Person that is a Restricted Subsid- iary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the Company or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at such time. For purposes of Section 3.3 and Section 3.20 hereof: (1) “Investment” will include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market value of the net as- sets of such Restricted Subsidiary of the Company at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (b) the portion (proportionate to the Company’s equity interest in such Sub- sidiary) of the fair market value of the net assets (as conclusively determined by the Board of Directors of the Company in good faith) of such Subsidiary at the time that such Subsidiary is so re-designated a Re- stricted Subsidiary; and

 
-19- (2) any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company. “Investment Grade Securities” means: (1) securities issued or directly and fully Guaranteed or insured by the United States or Ca- nadian government or any agency or instrumentality thereof (other than Cash Equivalents); (2) securities issued or directly and fully guaranteed or insured by a member of the European Union, or any agency or instrumentality thereof (other than Cash Equivalents); (3) debt securities or debt instruments with a rating of “A-” or higher from S&P or “A3” or higher by Moody’s or the equivalent of such rating by such rating organization or, if no rating of Moody’s or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries; and (4) investments in any fund that invests exclusively in investments of the type described in clauses (1), (2) and (3) above which fund may also hold cash and Cash Equivalents pending investment or distribution. “Investment Grade Status” shall occur when the Notes receive two of the following: (1) a rating of “BBB-” or higher from S&P; (2) a rating of “Baa3” or higher from Moody’s; or (3) a rating of “BBB-” or higher from Fitch; or the equivalent of such rating by the above rating organizations or, if no rating of S&P, Moody’s or Fitch then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization. “Issue Date” means April 1, 2015. “Leverage Ratio” as of any date of determination, means the ratio of: (1) Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries at the time of determination, to (2) the Company’s Consolidated EBITDA for the most recently ended four full fiscal quar- ters for which financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur; provided, however, that: (a) if the Company or any Restricted Subsidiary has Incurred, repaid, repurchased, redeemed, retired, defeased or otherwise discharged any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Leverage Ratio involves an Incurrence, repayment, repurchase, redemp- tion, retirement, defeasement or other discharge of Indebtedness, Indebtedness at the end of such period, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculat- ed after giving effect on a pro forma basis to such Incurrence, repayment, repurchase, redemption, retirement, defeasement or other discharge of Indebtedness as if such Indebtedness had been In- curred or repaid, repurchased, redeemed, retired, defeased or otherwise discharged on the first day of such period; provided, however, that the pro forma calculation shall not give effect to any In- debtedness Incurred on such date of determination pursuant to the provisions of Section 3.2(b);

 
-20- (b) if since the beginning of such period the Company or any Restricted Subsidiary will have made any Asset Disposition or disposed of or discontinued any company, division, oper- ating unit, segment, business, group of related assets or line of business or if the transaction giving rise to the need to calculate the Leverage Ratio includes such an Asset Disposition, Consolidated EBITDA, Consolidated Interest Expense and Indebtedness for such period will be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Asset Disposition, disposition or discontinuation occurred on the first day of such period; (c) if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) will have made an Investment in any Restricted Subsidiary (or any Per- son that becomes a Restricted Subsidiary or is merged with or into the Company or a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantial- ly all of a company, division, operating unit, segment, business or group of related assets or line of business, Consolidated EBITDA, Consolidated Interest Expense and Indebtedness for such period will be calculated after giving pro forma effect thereto (including the Incurrence of any Indebted- ness) as if such Investment or acquisition occurred on the first day of such period; and (d) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) will have Incurred any Indebtedness or discharged any Indebtedness or made any disposition or any Investment or acquisition of assets that would have required an ad- justment pursuant to clause (a), (b) or (c) above if made by the Company or a Restricted Subsidi- ary during such period, Consolidated EBITDA, Consolidated Interest Expense and Indebtedness for such period will be calculated after giving pro forma effect thereto as if such transaction oc- curred on the first day of such period. The pro forma calculations will be determined in good faith by a responsible financial or accounting Of- ficer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any interest rate agreement applicable to such Indebted- ness). Notwithstanding anything in this definition to the contrary, when calculating the Leverage Ratio in connec- tion with a Limited Condition Acquisition, the date of determination of such ratio and of any default or event of de- fault blocker shall, at the option of the Company, be the date the definitive agreements for such Limited Condition Acquisition are entered into and such ratios shall be calculated on a pro forma basis after giving effect to such Lim- ited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incur- rence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four-quarter refer- ence period, and, for the avoidance of doubt, (x) if any such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Company or the target company) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratio will not be deemed to have been ex- ceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratio shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided further, that if the Company elects to have such determination occur at the time of entry into such definitive agreement, any such transaction shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of subsequently calculating any ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Ac- quisition and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Total Assets or Consolidated Net Income for purposes of other incurrences of Indebtedness or Liens or making of Restricted Payments (not related to such Limited Condition Acquisition) shall not reflect such Limited Condition Acquisition until it is closed. “License Subsidiary” means a wholly-owned Subsidiary of the Company that (x) owns no material assets other than FCC Licenses and related rights and (y) has no material liabilities other than (i) trade payables incurred in

 
-21- the ordinary course of business and (ii) tax liabilities, other governmental charges and other liabilities incidental to ownership of such rights. “Lien” means any mortgage, pledge, security interest, encumbrance, lien, hypothecation or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof). “Limited Condition Acquisition” means any acquisition, including by means of a merger or consolidation, by the Company or one or more of its Restricted Subsidiaries, the consummation of which is not conditioned upon the availability of, or on obtaining, third party financing; provided that for purposes of determining compliance with Section 3.3 hereof, the Consolidated Net Income (and any other financial defined term derived therefrom) shall not include any Consolidated Net Income of or attributable to the target company or assets associated with any such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actual- ly occurred. “Management Advances” means loans or advances made to, or Guarantees with respect to loans or advanc- es made to, directors, officers, employees or consultants of any Parent Entity, the Company or any Restricted Sub- sidiary: (1) (a) in respect of travel, entertainment or moving related expenses Incurred in the ordinary course of business or consistent with past practice or (b) for purposes of funding any such person’s pur- chase of Capital Stock (or similar obligations) of the Company, its Subsidiaries or any Parent Entity with (in the case of this sub-clause (b)) the approval of the Board of Directors; (2) in respect of moving related expenses Incurred in connection with any closing or consoli- dation of any facility or office; or (3) not exceeding $15.0 million in the aggregate outstanding at any time. “Moody’s” means Moody’s Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization. “Nationally Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of Rule 436 under the Securities Act. “Net Available Cash” from an Asset Disposition means cash payments received (including any cash pay- ments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring person of In- debtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of: (1) all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses Incurred, and all Taxes paid, reasonably estimated to be actually payable or ac- crued as a liability under GAAP (including, for the avoidance of doubt, any income, withholding and other Taxes payable as a result of the distribution of such proceeds to the Company and after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset Disposition, including distributions for Related Taxes; (2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or which by applicable law be repaid out of the proceeds from such Asset Disposition; (3) all distributions and other payments required to be made to minority interest holders (oth- er than any Parent Entity, the Company or any of its respective Subsidiaries) in Subsidiaries or joint ven- tures as a result of such Asset Disposition; and

 
-22- (4) the deduction of appropriate amounts required to be provided by the seller as a reserve, on the basis of GAAP, against any liabilities associated with the assets disposed of in such Asset Disposi- tion and retained by the Company or any Restricted Subsidiary after such Asset Disposition. “Net Cash Proceeds,” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually Incurred in connection with such issuance or sale and net of Taxes paid or reasonably estimated to be actually payable as a result of such issu- ance or sale (including, for the avoidance of doubt, any income, withholding and other Taxes payable as a result of the distribution of such proceeds to the Company and after taking into account any available tax credit or deductions and any tax sharing agreements). “Non-Guarantor” means any Restricted Subsidiary of the Company that is not a Guarantor. “Non-U.S. Person” means a Person who is not a U.S. Person (as defined in Regulation S). “Note Documents” means the Notes (including Additional Notes), the Note Guarantees and this Indenture. “Notes” has the meaning ascribed to it in the second introductory paragraph of this Indenture. “Notes Custodian” means the custodian with respect to the Global Notes (as appointed by DTC), or any successor Person thereto and shall initially be the Trustee. “Oaktree” means, collectively, Oaktree Capital Management, L.P. and Oaktree Capital Group Holdings, GP, LLC, and funds or partnerships related to, or managed or advised by any of them or any Affiliate of any of them. “Obligations” means any principal, interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company or any Guarantor whether or not a claim for Post- Petition Interest is allowed in such proceedings), penalties, fees, indemnifications, reimbursements (including, with- out limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness. “Offering Memorandum” means the final offering memorandum, dated March 24, 2015 relating to the of- fering by the Company of $300.0 million principal amount of 6.500% Senior Notes due 2023 and any future offer- ing memorandum relating to Additional Notes. “Officer” means, with respect to any Person, (1) the Chairman of the Board of Directors, the Chief Execu- tive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, any Managing Director, or the Secretary (a) of such Person or (b) if such Person is owned or managed by a single entity, of such entity, or (2) any other individual designated as an “Officer” for the purposes of this Indenture by the Board of Directors of such Person. “Officer’s Certificate” means, with respect to any Person, a certificate signed by one Officer of such Per- son. “Opinion of Counsel” means a written opinion from legal counsel who is reasonably satisfactory to the Trustee. The counsel may be an employee of or counsel to the Company or its Subsidiaries. “Parent Entity” means any direct or indirect parent of the Company. “Parent Entity Expenses” means: (1) costs (including all professional fees and expenses) Incurred by any Parent Entity in con- nection with reporting obligations under or otherwise Incurred in connection with compliance with applica-

 
-23- ble laws, rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, this Indenture or any other agreement or instrument relating to the Notes, the Guarantees or any other In- debtedness of the Company or any Restricted Subsidiary, including in respect of any reports filed or deliv- ered with respect to the Securities Act, Exchange Act or the respective rules and regulations promulgated thereunder; (2) customary indemnification obligations of any Parent Entity owing to directors, officers, employees or other Persons under its articles, charter, by-laws, partnership agreement or other constating documents or pursuant to written agreements with any such Person to the extent relating to the Company and its Subsidiaries; (3) obligations of any Parent Entity in respect of director and officer insurance (including premiums therefor) to the extent relating to the Company and its Subsidiaries; (4) (x) general corporate overhead expenses, including professional fees and expenses and (y) other operational expenses of any Parent Entity related to the ownership or operation of the business of the Company or any of its Restricted Subsidiaries; (5) customary expenses Incurred by any Parent Entity in connection with any offering, sale, conversion or exchange of Capital Stock or Indebtedness; and (6) amounts to finance Investments that would otherwise be permitted to be made pursuant to Section 3.3 hereof if made by the Company; provided, that (A) such Restricted Payment shall be made sub- stantially concurrently with the closing of such Investment, (B) such direct or indirect parent company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the capital of the Company or one of its Restricted Subsidiaries or (2) the merger, consolidation or amalgamation of the Person formed or acquired into the Company or one of its Restricted Subsidiaries (to the extent not prohibited by Section 4.1 hereof) in order to consummate such In- vestment, (C) such direct or indirect parent company and its Affiliates (other than the Company or a Re- stricted Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent the Company or a Restricted Subsidiary could have given such consideration or made such payment in compliance with this Indenture and such consideration or other payment is included as a Re- stricted Payment under this Indenture, (D) any property received by the Company shall not increase amounts available for Restricted Payments pursuant to Section 3.3(a)(iii)(C) and (E) such Investment shall be deemed to be made by the Company or such Restricted Subsidiary pursuant to another provision of this covenant or pursuant to the definition of “Permitted Investments.” “Pari Passu Indebtedness” means Indebtedness of the Company which ranks equally in right of payment to the Notes or of any Guarantor if such Indebtedness ranks equally in right of payment to the Guarantees of the Notes. “Paying Agent” means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Note on behalf of the Company. “Permitted Asset Swap” means the concurrent purchase and sale or exchange of assets used or useful in a Similar Business or a combination of such assets and cash, Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received in excess of the value of any cash or Cash Equivalents sold or exchanged must be applied in accordance with Section 3.5 hereof. “Permitted Holders” means, collectively, (1) Oaktree, (2) GE Capital, (3) any one or more Persons, togeth- er with such Persons’ Affiliates, whose beneficial ownership constitutes or results in a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture, (4) members of management of the Company (or Parent Entities), (5) any Person who is acting solely as an underwriter in connec- tion with a public or private offering of Capital Stock of any Parent Entity or the Company, acting in such capacity, and (6) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving

 
-24- effect to the existence of such group or any other group, Oaktree and GE Capital and members of management of the Company, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Company or Parent Entities held by such group. “Permitted Investment” means (in each case, by the Company or any of its Restricted Subsidiaries): (1) Investments in (a) a Restricted Subsidiary (including the Capital Stock of a Restricted Subsidiary) or the Company or (b) a Person (including the Capital Stock of any such Person) that will, upon the making of such Investment, become a Restricted Subsidiary; (2) Investments in another Person if such Person is engaged in any Similar Business and as a result of such Investment such other Person is merged, amalgamated, consolidated or otherwise combined with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Sub- sidiary; (3) Investments in cash, Cash Equivalents or Investment Grade Securities; (4) Investments in receivables owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course of business or consistent with past practice; (5) Investments in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business or consistent with past practice; (6) Management Advances; (7) Investments received in settlement of debts created in the ordinary course of business or consistent with past practice and owing to the Company or any Restricted Subsidiary or in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement including upon the bankruptcy or insolvency of a debtor or otherwise with respect to any secured Investment or other transfer of title with respect to any secured In- vestment in default; (8) Investments made as a result of the receipt of non-cash consideration from a sale or other disposition of property or assets, including an Asset Disposition; (9) Investments existing or pursuant to agreements or arrangements in effect on the Issue Date and any modification, replacement, renewal or extension thereof; provided that the amount of any such Investment may not be increased except (a) as required by the terms of such Investment as in exist- ence on the Issue Date or (b) as otherwise permitted under this Indenture; (10) Hedging Obligations, which transactions or obligations are Incurred in compliance with Section 3.2(b)(6) hereof; (11) pledges or deposits with respect to leases or utilities provided to third parties in the ordi- nary course of business or Liens otherwise described in the definition of “Permitted Liens” or made in con- nection with Liens permitted under Section 3.6 hereof; (12) any Investment to the extent made using Capital Stock of the Company (other than Dis- qualified Stock) or Capital Stock of any Parent Entity as consideration; (13) any transaction to the extent constituting an Investment that is permitted and made in ac- cordance with Section 3.8(b) hereof (except those described in Sections 3.8(b)(1), (3), (6), (7), (9), (12) and (14));

 
-25- (14) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or licenses or leases of intellectual property, in any case, in the ordinary course of business and in accordance with this Indenture; (15) (i) Guarantees of Indebtedness not prohibited by Section 3.2 hereof and (other than with respect to Indebtedness) guarantees, keepwells and similar arrangements in the ordinary course of business and (ii) performance guarantees with respect to obligations that are permitted by this Indenture; (16) Investments consisting of earnest money deposits required in connection with a purchase agreement, or letter of intent, or other acquisitions to the extent not otherwise prohibited by this Indenture; (17) Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged or amalgamated into the Company or merged or amalgamated into or consolidated with a Restrict- ed Subsidiary after the Issue Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; (18) Investments consisting of licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (19) contributions to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Company; (20) Investments in joint ventures and similar entities and Unrestricted Subsidiaries having an aggregate fair market value, when taken together with all other Investments made pursuant to this clause that are at the time outstanding, not to exceed the greater of $30.0 million and 3.25% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); (21) additional Investments having an aggregate fair market value, taken together with all oth- er Investments made pursuant to this clause (21) that are at that time outstanding, not to exceed the greater of $30.0 million and 3.25% of Total Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value) plus the amount of any distribu- tions, dividends, payments or other returns in respect of such Investments (without duplication for purposes of Section 3.3 of any amounts applied pursuant to clause (c) of the first paragraph of such covenant); pro- vided that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsid- iary, such Investment shall thereafter be deemed permitted under clause (1) or (2) above and shall not be included as having been made pursuant to this clause (21); (22) the Permitted Joint Venture; (23) repurchases of Notes; and (24) transactions entered into in order to consummate a Permitted Tax Restructuring. “Permitted Joint Venture” means the one-time contribution of assets to a joint venture; provided that the as- sets contributed do not generate in excess of $2.5 million of Consolidated EBITDA annually. “Permitted Liens” means, with respect to any Person: (1) Liens on assets or property of a Restricted Subsidiary that is not a Guarantor securing Indebtedness of any Restricted Subsidiary that is not a Guarantor; (2) pledges, deposits or Liens under workmen’s compensation laws, payroll taxes, unem- ployment insurance laws, social security laws or similar legislation, or insurance related obligations (in-

 
-26- cluding pledges or deposits securing liability to insurance carriers under insurance or self-insurance ar- rangements), or in connection with bids, tenders, completion guarantees, contracts (other than for borrowed money) or leases, or to secure utilities, licenses, public or statutory obligations, or to secure surety, indem- nity, judgment, appeal or performance bonds, guarantees of government contracts (or other similar bonds, instruments or obligations), or as security for contested taxes or import or customs duties or for the pay- ment of rent, or other obligations of like nature, in each case Incurred in the ordinary course of business; (3) Liens imposed by law, including carriers’, warehousemen’s, mechanics’, landlords’, ma- terialmen’s, repairmen’s, construction contractors’ or other like Liens, in each case for sums not yet over- due for a period of more than 60 days or that are bonded or being contested in good faith by appropriate proceedings; (4) Liens for Taxes which are not overdue for a period of more than 60 days or which are be- ing contested in good faith by appropriate proceedings; provided that appropriate reserves required pursu- ant to GAAP have been made in respect thereof; (5) encumbrances, ground leases, easements (including reciprocal easement agreements), survey exceptions, or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (in- cluding minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of the Company and its Restricted Subsidiaries or to the ownership of their properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of the Company and its Restricted Subsidiaries; (6) Liens (a) on assets or property of the Company or any Restricted Subsidiary securing Hedging Obligations or Cash Management Services permitted under this Indenture; (b) that are contractual rights of set-off or, in the case of clause (i) or (ii) below, other bankers’ Liens (i) relating to treasury, depos- itory and cash management services or any automated clearing house transfers of funds in the ordinary course of business and not given in connection with the issuance of Indebtedness, (ii) relating to pooled de- posit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company or any Subsidiary or (iii) relating to purchase orders and other agree- ments entered into with customers of the Company or any Restricted Subsidiary in the ordinary course of business; (c) on cash accounts securing Indebtedness incurred under Section 3.2(b)(8)(iii) with financial in- stitutions; (d) encumbering reasonable customary initial deposits and margin deposits and similar Liens at- taching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of busi- ness, consistent with past practice and not for speculative purposes; and/or (e) (i) of a collection bank aris- ing under Section 4-210 of the UCC on items in the course of collection and (ii) in favor of a banking insti- tution arising as a matter of law encumbering deposits (including the right of set-off) arising in the ordinary course of business in connection with the maintenance of such accounts and (iii) arising under customary general terms of the account bank in relation to any bank account maintained with such bank and attaching only to such account and the products and proceeds thereof, which Liens, in any event, do not to secure any Indebtedness; (7) leases, licenses, subleases and sublicenses of assets (including real property and intellec- tual property rights), in each case entered into in the ordinary course of business; (8) Liens arising out of judgments, decrees, orders or awards not giving rise to an Event of Default so long as (a) any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree, order or award have not been finally terminated, (b) the period within which such proceedings may be initiated has not expired or (c) no more than 60 days have passed after (i) such judg- ment, decree, order or award has become final or (ii) such period within which such proceedings may be in- itiated has expired; (9) Liens (i) on assets or property of the Company or any Restricted Subsidiary for the pur- pose of securing Capitalized Lease Obligations or Purchase Money Obligations, or securing the payment of

 
-27- all or a part of the purchase price of, or securing other Indebtedness Incurred to finance or refinance the ac- quisition, improvement or construction of, assets or property acquired or constructed in the ordinary course of business; provided that (a) the aggregate principal amount of Indebtedness secured by such Liens is oth- erwise permitted to be Incurred under this Indenture and (b) any such Liens may not extend to any assets or property of the Company or any Restricted Subsidiary other than assets or property acquired, improved, constructed or leased with the proceeds of such Indebtedness and any improvements or accessions to such assets and property and (ii) on any interest or title of a lessor under any Capitalized Lease Obligations or operating lease; (10) Liens perfected or evidenced by UCC financing statement filings (or similar filings in other applicable jurisdictions) regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business; (11) Liens existing on the Issue Date, excluding Liens securing the Credit Agreement; (12) Liens on property, other assets or shares of stock of a Person at the time such Person be- comes a Restricted Subsidiary (or at the time the Company or a Restricted Subsidiary acquires such proper- ty, other assets or shares of stock, including any acquisition by means of a merger, amalgamation, consoli- dation or other business combination transaction with or into the Company or any Restricted Subsidiary); provided, however, that such Liens are not created, Incurred or assumed in anticipation of or in connection with such other Person becoming a Restricted Subsidiary (or such acquisition of such property, other assets or stock); provided, further, that such Liens are limited to all or part of the same property, other assets or stock (plus improvements, accession, proceeds or dividends or distributions in connection with the original property, other assets or stock) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate; (13) Liens on assets or property of the Company or any Restricted Subsidiary securing Indebt- edness or other obligations of the Company or such Restricted Subsidiary owing to the Company or another Restricted Subsidiary, or Liens in favor of the Company or any Restricted Subsidiary; (14) Liens securing Refinancing Indebtedness Incurred to refinance Indebtedness that was previously so secured, and permitted to be secured under this Indenture; provided that any such Lien is lim- ited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is or could be the security for or subject to a Permitted Lien hereunder; (15) (a) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party on property over which the Company or any Restricted Subsidiary of the Company has easement rights or on any leased property and subordination or similar arrangements relating thereto and (b) any condemnation or eminent domain proceedings affecting any real property; (16) any encumbrance or restriction (including put and call arrangements) with respect to Cap- ital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement; (17) Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or as- sets; (18) Liens arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

 
-28- (19) Liens securing Indebtedness permitted to be Incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of this Indenture to be Incurred pursuant to Section 3.2(b)(1); (20) Liens to secure Indebtedness of any Non-Guarantor permitted by Section 3.2(b)(11); (21) Liens on Capital Stock or other securities or assets of any Unrestricted Subsidiary that se- cure Indebtedness of such Unrestricted Subsidiary; (22) any security granted over the marketable securities portfolio described in clause (9) of the definition of “Cash Equivalents” in connection with the disposal thereof to a third party; (23) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Per- son to facilitate the purchase, shipment or storage of such inventory or other goods; (24) Liens on equipment of the Company or any Restricted Subsidiary and located on the premises of any client or supplier in the ordinary course of business; (25) Liens on assets or securities deemed to arise in connection with and solely as a result of the execution, delivery or performance of contracts to sell such assets or securities if such sale is otherwise permitted by this Indenture; (26) Liens arising by operation of law or contract on insurance policies and the proceeds thereof to secure premiums thereunder, and Liens, pledges and deposits in the ordinary course of business securing liability for premiums or reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefits of) insurance carriers; (27) Liens solely on any cash earnest money deposits made in connection with any letter of in- tent or purchase agreement permitted under this Indenture; (28) Liens (i) on cash advances in favor of the seller of any property to be acquired in an In- vestment permitted pursuant to Permitted Investments to be applied against the purchase price for such In- vestment, and (ii) consisting of an agreement to sell any property in an asset sale permitted under Sec- tion 3.5, in each case, solely to the extent such Investment or asset sale, as the case may be, would have been permitted on the date of the creation of such Lien; (29) Liens securing Indebtedness and other obligations in an aggregate principal amount not to exceed $30.0 million at any one time outstanding; (30) Liens Incurred to secure Obligations in respect of any Indebtedness permitted to be In- curred pursuant to the covenant described under Section 3.2; provided that in the case of Liens Incurred pursuant to this clause (30), at the time of Incurrence and after giving pro forma effect thereto, the Consoli- dated Secured Leverage Ratio would be no greater than 4.00 to 1.00; (31) Liens securing any Obligations in respect of the Notes or this Indenture; and (32) Liens arising in connection with any Intercompany License Agreements. For purposes of this definition, the term Indebtedness shall be deemed to include interest on such Indebtedness in- cluding interest which increases the principal amount of such Indebtedness. In the event that a Permitted Lien meets the criteria of more than one of the types of Permitted Liens (at the time of incurrence or at a later date), the Compa- ny in its sole discretion may divide, classify or from time to time reclassify all or any portion of such Permitted Lien in any manner that complies with this Indenture and such Permitted Lien shall be treated as having been made pur-

 
-29- suant only to the clause or clauses of the definition of “Permitted Lien” to which such Permitted Lien has been clas- sified or reclassified; provided, however, that the foregoing shall not apply to clause (19) above. “Permitted Tax Distribution” means: (a) if and for so long as the Company is a member of a group filing a consolidated or com- bined tax return for U.S. federal, state, local and/or foreign income Tax purposes with any Parent Entity, any dividends or other distributions to fund any U.S. federal, state, local and/or foreign income Taxes (as applicable) for which such Parent Entity is liable that are attributable to the income of the Company and/or the applicable Restricted Subsidiaries (or, to the extent of the amount actually received from its applicable Unrestricted Subsidiaries for such purpose, such Unrestricted Subsidiaries) up to an amount not to exceed the amount of any such Taxes that the Company, its applicable Restricted Subsidiaries and (to the extent described above) its applicable Unrestricted Subsidiaries would have been required to pay on a separate company basis or on a consolidated basis calculated as if the Company, its applicable Restricted Subsidiar- ies and (to the extent described above) its applicable Unrestricted Subsidiaries had paid Tax on a consoli- dated, combined or similar basis on behalf of an affiliated group consisting only of the Company and such Subsidiaries; and (b) for any taxable year (or portion thereof) ending after the Issue Date for which the Com- pany is treated as a disregarded entity, partnership, or other flow-through entity for federal, state, local and/or foreign income Tax purposes, the payment of dividends or other distributions to the Company’s di- rect owner(s) to fund the federal, state, local and/or foreign income Tax liability, as applicable, of such owner(s) (or, if a direct owner is a pass-through entity, of the indirect owner(s)) for such taxable year (or portion thereof) attributable to the operations and activities of the Company and its direct and indirect Sub- sidiaries, in an aggregate amount not to exceed the product of (x) the highest combined marginal federal and applicable state, provincial, territorial and/or local statutory Tax rate (after taking into account the de- ductibility of U.S. state and local income Tax for U.S. federal income Tax purposes and (y) the taxable in- come of the Company for such taxable year (or portion thereof). “Permitted Tax Restructuring” means any reorganizations and other activities related to tax planning and tax reorganization (as determined by the Company in good faith) entered into prior to, on or after the date hereof so long as such Permitted Tax Restructuring is not materially adverse to the Holders of the Notes. “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, government or any agency or political subdivision thereof or any other entity. “Post-Petition Interest” means any interest or entitlement to fees or expenses or other charges that accrue after the commencement of any bankruptcy or insolvency proceeding, whether or not allowed or allowable as a claim in any such bankruptcy or insolvency proceeding. “Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.11 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note. “Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock of any class or clas- ses (however designated) which is preferred as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person. “Purchase Money Obligations” means any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (including Capital Stock), and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Per- son owning such property or assets, or otherwise.

 
-30- “QIB” means any “qualified institutional buyer” as such term is defined in Rule 144A. “Refinance” means refinance, refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell, extend or increase (including pursuant to any defeasance or discharge mechanism) and the terms “re- finances,” “refinanced” and “refinancing” as used for any purpose in this Indenture shall have a correlative meaning. “Refinancing Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace, exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) any Indebtedness existing on the Issue Date or Incurred in compliance with this Indenture (including Indebtedness of the Company that refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that refinances Indebted- ness of the Company or another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebt- edness; provided, however, that: (1) if the Indebtedness being refinanced constitutes Subordinated Indebtedness, the Refinanc- ing Indebtedness has a final Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred that is the same as or greater than the final Weighted Average Life to Maturity of the Indebted- ness being refinanced or, if less, the Notes and such Refinancing Indebtedness is subordinated to the Notes on terms at least as favorable to the Holders as those contained in the documentation governing the Indebt- edness being refinanced; and (2) Refinancing Indebtedness shall not include: (i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Com- pany that is not the Company or a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Guarantor; or (ii) Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Re- stricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unre- stricted Subsidiary. Refinancing Indebtedness in respect of any Credit Facility or any other Indebtedness may be Incurred from time to time after the termination, discharge or repayment of any such Credit Facility or other Indebtedness. “Regulation S” means Regulation S under the Securities Act. “Regulation S-X” means Regulation S-X under the Securities Act. “Related Taxes” means, without duplication, any Taxes, including sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, registration, business, customs, net worth, gross receipts, excise, occupancy, intangibles or similar Taxes (other than (x) Taxes measured by income and (y) withholding Taxes), required to be paid (provided such Taxes are in fact paid) by any Parent Entity by virtue of its: (a) being organized or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than, directly or indirectly, the Company or any of the Company’s Subsidiaries) otherwise maintain its existence or good standing under applicable law; (b) being a holding company parent, directly or indirectly, of the Company or any of the Company’s Subsidiaries; (c) receiving dividends from or other distributions in respect of the Capital Stock of, directly or indirectly, the Company or any of the Company’s Subsidiaries; or

 
-31- (d) having made any payment in respect to any of the items for which the Company is per- mitted to make payments to any Parent Entity pursuant to Section 3.3. “Restricted Investment” means any Investment other than a Permitted Investment. “Restricted Notes” means Initial Notes and Additional Notes bearing one of the restrictive legends de- scribed in Section 2.1(d). “Restricted Notes Legend” means the legend set forth in Section 2.1(d)(1) and, in the case of the Tempo- rary Regulation S Global Note, the legend set forth in Section 2.1(d)(2). “Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary. “Reversion Date” means, during any period of time during which the Company and the Restricted Subsidi- aries are not subject to Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8 and 4.1(a)(3) (collectively, the “Suspended Covenants”) as a result of a Covenant Suspension, the date on which the Notes cease to have Investment Grade Status or a Default or Event of Default occurs and is continuing, and after which date the Suspended Covenants will thereafter be rein- stated as if such covenants had never been suspended and such Suspended Covenants will be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture). “Rule 144A” means Rule 144A under the Securities Act. “S&P” means Standard & Poor’s Investors Ratings Services or any of its successors or assigns that is a Na- tionally Recognized Statistical Rating Organization. “Sale and Leaseback Transaction” means any arrangement providing for the leasing by the Company or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to a third Person in contemplation of such leasing. “SEC” means the U.S. Securities and Exchange Commission or any successor thereto. “Secured Indebtedness” means any Indebtedness secured by a Lien other than Indebtedness with respect to Cash Management Services. “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder, as amended. “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as de- fined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date. “Similar Business” means (a) any businesses, services or activities engaged in by the Company or any of its Subsidiaries or any Associates on the Issue Date and (b) any businesses, services and activities engaged in by the Company or any of its Subsidiaries or any Associates that are related, complementary, incidental, ancillary or simi- lar to any of the foregoing or are extensions or developments of any thereof. “Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemp- tion provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof. “Subordinated Indebtedness” means, with respect to any person, any Indebtedness (whether outstanding on the Issue Date or thereafter Incurred) which is expressly subordinated in right of payment to the Notes pursuant to a written agreement.

 
-32- “Subsidiary” means, with respect to any Person: (1) any corporation, association, or other business entity (other than a partnership, joint ven- ture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the elec- tion of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (2) any partnership, joint venture, limited liability company or similar entity of which: (a) more than 50% of the capital accounts, distribution rights, total equity and vot- ing interests or general or limited partnership interests, as applicable, are owned or controlled, di- rectly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership in- terests or otherwise; and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity. “Taxes” means all present and future taxes, levies, imposts, deductions, charges, duties and withholdings and any charges of a similar nature (including interest, penalties and other liabilities with respect thereto) that are imposed by any government or other taxing authority. “TIA” means the Trust Indenture Act of 1939, as amended. “Total Assets” means, as of any date, the total consolidated assets of the Company and its Restricted Sub- sidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of the Company and its Restricted Subsidiaries, determined on a pro forma basis in a manner consistent with the pro forma basis contained in the definition of “Leverage Ratio.” “Transaction Expenses” means any fees or expenses incurred or paid by the Company or any Restricted Subsidiary in connection with the Transactions. “Transactions” means the issuance of the Notes, borrowings under the Credit Agreement, repayment of ex- isting indebtedness and other related transactions, in each case, as described in the Offering Memorandum. “Trust Officer” means, when used with respect to the Trustee, any vice president, assistant vice president, any trust officer or any other officer of the Trustee who shall have direct responsibility for the administration of this Indenture, or any other person to whom any corporate trust matter relating to this Indenture is referred because of such person’s knowledge of and familiarity with the particular subject. “Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor. “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York. “Unrestricted Subsidiary” means: (1) any Subsidiary of the Company that at the time of determination is an Unrestricted Sub- sidiary (as designated by the Company in the manner provided below); and (2) any Subsidiary of an Unrestricted Subsidiary.

 
-33- The Company may designate any Subsidiary of the Company, respectively, (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger, consolidation or other business combination transaction, or Investment therein) to be an Unrestricted Subsidiary only if: (1) such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebted- ness of, or own or hold any Lien on any property of, the Company or any other Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary; and (2) such designation and the Investment of the Company in such Subsidiary complies with Section 3.3 hereof. “U.S. Government Obligations” means securities that are (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally Guaranteed as a full faith and credit obligation of the United States of America, which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obliga- tions held by such custodian for the account of the holder of such depositary receipt; provided that (except as re- quired by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depositary receipt. “Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normal- ly entitled to vote in the election of directors. “Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Pre- ferred Stock, as the case may be, at any date, the quotient obtained by dividing: (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment, by (2) the sum of all such payments. “Wholly Owned Restricted Domestic Subsidiary” means a Domestic Subsidiary of the Company, all of the Capital Stock of which (other than directors’ qualifying shares or shares required by any applicable law or regulation to be held by a Person other than the Company or another Domestic Subsidiary) is owned by the Company or anoth- er Domestic Subsidiary. SECTION 1.2. Other Definitions. Term Defined in Section “Additional Restricted Notes” .................................................................................... 2.1(b) “Affiliate Transaction” ............................................................................................... 3.8(a) “Agent Members” ....................................................................................................... 2.1(e)(2) “Approved Foreign Bank” .......................................................................................... “Cash Equiva- lents”

 
-34- Term Defined in Section “Asset Disposition Offer” ........................................................................................... 3.5(b) “Authenticating Agent” .............................................................................................. 2.2 “Automatic Exchange” ............................................................................................... 2.6(e) “Automatic Exchange Date” ....................................................................................... 2.6(e) “Automatic Exchange Notice” ................................................................................... 2.6(e) “Automatic Exchange Notice Date” ........................................................................... 2.6(e) “Change of Control Offer” ......................................................................................... 3.9(a) “Change of Control Payment” .................................................................................... 3.9(a) “Change of Control Payment Date”............................................................................ 3.9(a)(2) “Clearstream” ............................................................................................................. 2.1(b) “Covenant Defeasance” .............................................................................................. 8.3 “Defaulted Interest” .................................................................................................... 2.15 “Euroclear” ................................................................................................................. 2.1(b) “Event of Default” ...................................................................................................... 6.1 “Excess Proceeds” ...................................................................................................... 3.5(b) “Foreign Dispostion” .................................................................................................. 3.5(d)(i) “Global Notes” ........................................................................................................... 2.1(b) “Guaranteed Obligations” ........................................................................................... 10.1 “Increased Amount” ................................................................................................... 3.6 “Initial Default” .......................................................................................................... 6.1(b) “Initial Lien” ............................................................................................................... 3.6 “Institutional Accredited Investor Global Note” ........................................................ 2.1(b) “Institutional Accredited Investor Notes” ................................................................... 2.1(b) “Issuer Order” ............................................................................................................. 2.2 “Legal Defeasance” .................................................................................................... 8.2

 
-35- Term Defined in Section “Legal Holiday” .......................................................................................................... 12.8 “Notes Register” ......................................................................................................... 2.3 “Other Guarantee” ...................................................................................................... 10.2(b)(5) “Permanent Regulation S Global Note” ..................................................................... 2.1(b) “protected purchaser” ................................................................................................. 2.11 “Redemption Date”..................................................................................................... 5.7(a) “Registrar” .................................................................................................................. 2.3 “Regulation S Global Note” ....................................................................................... 2.1(b) “Regulation S Notes” .................................................................................................. 2.1(b) “Resale Restriction Termination Date” ...................................................................... 2.6(b) “Restricted Global Note” ............................................................................................ 2.6(e) “Restricted Payments” ................................................................................................ 3.3(a) “Restricted Period” ..................................................................................................... 2.1(b) “Rule 144A Global Note” ........................................................................................... 2.1(b) “Rule 144A Notes” ..................................................................................................... 2.1(b) “Special Interest Payment Date” ................................................................................ 2.15(a) “Special Record Date” ................................................................................................ 2.15(a) “Successor Company” ................................................................................................ 4.1(a)(1) “Suspension Period” ................................................................................................... 3.21 “Temporary Regulation S Global Note” ..................................................................... 2.1(b) “Topic 810” ................................................................................................................ “Consolidated EBITDA” “Unrestricted Global Note” ........................................................................................ 2.6(e) . SECTION 1.4. Rules of Construction. Unless the context otherwise requires: (1) a term has the meaning assigned to it;

 
-36- (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (3) “or” is not exclusive; (4) “including” means including without limitation; (5) words in the singular include the plural and words in the plural include the singular; (6) “will” shall be interpreted to express a command; (7) the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP; (8) the principal amount of any preferred stock shall be (i) the maximum liquidation value of such preferred stock or (ii) the maximum mandatory redemption or mandatory repurchase price with re- spect to such preferred stock, whichever is greater; (9) all amounts expressed in this Indenture or in any of the Notes in terms of money refer to the lawful currency of the United States of America; (10) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and (11) unless otherwise specifically indicated, the term “consolidated” with respect to any Per- son refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolida- tion any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person. ARTICLE II THE NOTES SECTION 2.1. Form, Dating and Terms. (a) The aggregate principal amount of Notes that may be authenticated and delivered under this In- denture is unlimited. The Initial Notes issued on the date hereof will be in an aggregate principal amount of $300,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this In- denture, Additional Notes (as provided herein). Furthermore, Notes may be authenticated and delivered upon regis- tration of transfer, exchange or in lieu of, other Notes pursuant to Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5, in connec- tion with an Asset Disposition Offer pursuant to Section 3.5 or in connection with a Change of Control Offer pursu- ant to Section 3.9. Notwithstanding anything to the contrary contained herein, the Company may not issue any Additional Notes, unless such issuance is in compliance with Sections 3.2 and 3.6. With respect to any Additional Notes, the Company shall set forth in (1) a Board Resolution and (2) (i) an Officer’s Certificate and (ii) one or more indentures supplemental hereto, the following information: (A) the aggregate principal amount of such Additional Notes to be authenticated and deliv- ered pursuant to this Indenture; (B) the issue price and the issue date of such Additional Notes, including the date from which interest shall accrue; and

 
-37- (C) whether such Additional Notes shall be Restricted Notes. In authenticating and delivering Additional Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon, in addition to the Opinion of Counsel and Officer’s Certificate required by Section 12.2, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purpos- es of this Indenture. Holders of the Initial Notes and the Additional Notes will vote and consent together on all mat- ters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes or the Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Notes are established by action taken pursuant to a Board Resolution of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate and the indenture supplemental hereto setting forth the terms of the Additional Notes. (b) The Initial Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated March 24, 2015, among the Company, the guarantors named therein and the Initial Purchasers. The Initial Notes and any Additional Notes (if issued as Restricted Notes) (the “Additional Restricted Notes”) will be resold initially only to (A) Persons they reasonably believe to be QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Notes and Additional Restricted Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S, AIs and IAIs in accordance with Rule 501 under the Securities Act, in each case, in accordance with the procedure described herein. Additional Notes offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agree- ments in accordance with applicable law. Initial Notes and Additional Restricted Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued in the form of a permanent global Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the “Rule 144A Global Note”), deposited with the Trustee, as cus- todian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Notes and any Additional Restricted Notes offered and sold to non-U.S. Persons outside the United States of America (the “Regulation S Notes”) in reliance on Regulation S shall initially be issued in the form of a temporary global Note (the “Temporary Regulation S Global Note”). Beneficial interests in the Temporary Regula- tion S Global Note will be exchanged for beneficial interests in a corresponding permanent global Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the “Permanent Regulation S Global Note” and, together with the Temporary Regulation S Global Note, each a “Regulation S Global Note”) within a reasonable period after the expiration of the Restricted Period (as defined below) upon delivery of the certi- fication contemplated by Section 2.7. Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC in the manner described in this Article II. Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Temporary Regulation S Global Note may only be trans- ferred to non-U.S. persons pursuant to Regulation S, unless exchanged for interests in a Global Note in accordance with the transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note through organizations other than Euro- clear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such in- terests are held through Euroclear or Clearstream, Euroclear and Clearstream will hold such interests in the applica-

 
-38- ble Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respec- tive names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Notes and Additional Restricted Notes resold to IAIs (the “Institutional Accredited Investor Notes”) in the United States of America shall be issued in the form of a permanent global Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the “Institutional Accredited Investor Global Note”) deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nom- inee, as hereinafter provided. Initial Notes and Additional Restricted Notes resold to AIs in the United States of America shall be issued in the form of a Definitive Note substantially in the form of Exhibit A including the legend as set forth in Sec- tion 2.1(d)(5) (an “Accredited Investor Note”). The Rule 144A Global Note, the Regulation S Global Note and the Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the “Global Notes.” The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of Paying Agent designated by the Company maintained for such purpose (which shall initially be the office of the Trustee maintained for such purpose), or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Paying Agent, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Notes represented by a Global Note (including princi- pal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Notes represented by De- finitive Notes will be made in accordance with the Notes Register, or by wire transfer to a U.S. dollar account main- tained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and in Section 2.1(d). The Company shall approve any notation, endorse- ment or legend on the Notes. Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms. (c) Denominations. The Notes shall be issuable only in fully registered form in minimum denomi- nations of $2,000 and any integral multiple of $1,000 in excess thereof. (d) Restrictive Legends. Unless and until (i) an Initial Note or an Additional Note issued as a Re- stricted Note is sold under an effective registration statement or (ii) the Company receives an Opinion of Counsel satisfactory to it to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act:

 
-39- (1) the Rule 144A Global Note, the Regulation S Global Note and the Institutional Accredit- ed Investor Global Note shall bear the following legend on the face thereof: THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF TOWNSQUARE THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (i) (a) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF TOWNSQUARE SO REQUESTS), (ii) TO TOWNSQUARE, OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY. IN THE CASE OF THE REGULATION S GLOBAL NOTE: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. BY ITS ACQUISITION OF THIS SECURITY THE HOLDER AND ANY SUBSEQUENT TRANSFEREE HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) THE PURCHASER IS NOT ACQUIRING OR HOLDING SUCH NOTE OR AN INTEREST THEREIN WITH THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO ERISA, (B) A “PLAN” DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) ANY ENTITY DEEMED TO HOLD “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY OR (D) A GOVERNMENTAL PLAN OR CHURCH PLAN SUBJECT TO SUCH PROVISIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”) OR (II) THE ACQUISITION AND HOLDING OF SUCH NOTE BY THE PURCHASER, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH NOTE AND THE DISPOSITION OF SUCH NOTE OR AN INTEREST THEREIN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, A BREACH OF FIDUCIARY DUTY UNDER ERISA OR A VIOLATION OF ANY PROVISIONS OF ANY APPLICABLE SIMILAR LAW. (2) the Temporary Regulation S Global Note shall bear the following additional legend on the face thereof:

 
-40- THIS SECURITY IS A TEMPORARY GLOBAL NOTE. PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT. BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN A PERMANENT GLOBAL NOTE IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT. (3) Each Global Note, whether or not an Initial Note, shall bear the following legend on the face thereof: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. (4) Each Accredited Investor Note shall bear the following legend on the face thereof: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, OR (C) IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT, ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH

 
-41- PURCHASE IS MADE, (D) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. BY ITS ACQUISITION OF THIS SECURITY THE HOLDER AND ANY SUBSEQUENT TRANSFEREE HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) THE PURCHASER IS NOT ACQUIRING OR HOLDING SUCH NOTE OR AN INTEREST THEREIN WITH THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO ERISA, (B) A “PLAN” DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) ANY ENTITY DEEMED TO HOLD “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY OR (D) A GOVERNMENTAL PLAN OR CHURCH PLAN SUBJECT TO SUCH PROVISIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”) OR (II) THE ACQUISITION AND HOLDING OF SUCH NOTE BY THE PURCHASER, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH NOTE AND THE DISPOSITION OF SUCH NOTE OR AN INTEREST THEREIN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, A BREACH OF FIDUCIARY DUTY UNDER ERISA OR A VIOLATION OF ANY PROVISIONS OF ANY APPLICABLE SIMILAR LAW. (e) Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (1) Each Global Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the DTC, its successors or its respective nominees, except as set forth in Sec- tion 2.1(e)(4) and 2.1(f). If a beneficial interest in a Global Note is transferred or exchanged for a benefi- cial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or ex- change and (y) record a like increase in the principal amount of the other Global Note. Any beneficial in- terest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in an- other Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, according- ly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applica- ble to beneficial interests in such other Global Note for as long as it remains such an interest. (2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes what-

 
-42- soever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a holder of a beneficial interest in any Global Note. (3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive Notes, the Notes Custo- dian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be trans- ferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Notes of like tenor and amount. (4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.1(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, to each benefi- cial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (5) The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that trans- fers of beneficial interests in such Global Note may be effected only through a book-entry system main- tained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflect- ed in a book entry. (f) Definitive Notes. (ii) Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in ex- change for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Company within 90 days of such notice, (B) the Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Company shall promptly make available to the Trustee a rea- sonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Company or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Company or any affiliate of the Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regula- tion, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such trans- fer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Compa- ny shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred.

 
-43- (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trus- tee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or ex- change to the transferee (in the case of a transfer) or the Holder of the canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, registered in the name of the Hold- er thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period. SECTION 2.2. Execution and Authentication. One Officer shall sign the Notes for the Company by manual or facsimile signature. If the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized officer of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenti- cated and issued under this Indenture. A Note shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall au- thenticate and make available for delivery: (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $300,000,000, (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Company signed by one Officer (the “Issuer Or- der”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are to be Initial Notes or Additional Notes. The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenti- cating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authenti- cation by the Trustee includes authentication by the Authenticating Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be con- solidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its proper- ties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the suc- cessor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

 
-44- SECTION 2.3. Registrar and Paying Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Notes may be presented for payment. The Registrar shall keep a register of the Notes and of their transfer and ex- change (the “Notes Register”). The Company may have one or more co-registrars and one or more additional pay- ing agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee in writing of the name and address of each such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensa- tion therefor pursuant to Section 7.7. The Company or any Guarantor may act as Paying Agent, Registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent for the Notes. The Company may change any Registrar or Paying Agent without prior notice to the Holders, but upon written notice to such Reg- istrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee. SECTION 2.4. Paying Agent to Hold Money in Trust. By no later than 11:00 a.m. (Eastern time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Company shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Company or other obligors on the Notes), shall notify the Trustee in writing of any default by the Com- pany or any Guarantor in making any such payment and shall during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to ac- count for any funds or assets disbursed by such Paying Agent. Upon complying with this Section 2.4, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money de- livered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to the Company, the Trustee shall serve as Paying Agent for the Notes. SECTION 2.5. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practica- ble the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Company, on its own behalf and on behalf of each of the Guarantors, shall furnish or cause the Registrar to furnish to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders. SECTION 2.6. Transfer and Exchange. (a) A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein) for another Note or Notes of any authorized denomination by presenting to the Registrar a written request therefor stating the name of the proposed transferee or requesting such an exchange, ac- companied by any certification, opinion or other document required by this Section 2.6. The Registrar will promptly register any transfer or exchange that meets the requirements of this Section 2.6 by noting the same in the Notes

 
-45- Register maintained by the Registrar for the purpose, and no transfer or exchange will be effective until it is regis- tered in such Notes Register. The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.6 and Section 2.1(e) and 2.1(f), as applicable, and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of DTC, Euroclear and Clearstream. The Registrar shall refuse to register any requested transfer or exchange that does not comply with this paragraph. (b) Transfers of Rule 144A Notes and Institutional Accredited Investor Notes. The following provi- sions shall apply with respect to any proposed registration of transfer of a Rule 144A Note or an Institutional Ac- credited Investor Note prior to the date that is one year after the later of the date of its original issue and the last date on which the Company or any Affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”): (1) a registration or transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Note that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the under- signed has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; provided that no such written representation or other written certifica- tion shall be required in connection with the transfer of a beneficial interest in the Rule 144A Global Note to a transferee in the form of a beneficial interest in that Rule 144A Global Note in accordance with this In- denture and the applicable procedures of DTC; (2) a registration of transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to an IAI or an AI shall be made upon receipt by the Registrar or its agent of a certificate substantially in the form set forth in Section 2.8 or Section 2.10, respectively, from the pro- posed transferee and the delivery of an Opinion of Counsel, certification and/or other information satisfac- tory to the Company; and (3) a registration of transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Registrar or its agent of a certificate substantially in the form set forth in Section 2.9 from the proposed transferee and the deliv- ery of an Opinion of Counsel, certification and/or other information satisfactory to the Company. (c) Transfers of Regulation S Notes. The following provisions shall apply with respect to any pro- posed transfer of a Regulation S Note prior to the expiration of the Restricted Period: (1) a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; (2) a transfer of a Regulation S Note or a beneficial interest therein to an IAI or an AI shall be made upon receipt by the Registrar or its agent of a certificate substantially in the form set forth in Sec- tion 2.8 or Section 2.10, respectively, from the proposed transferee and the delivery of an Opinion of Coun- sel, certification and/or other information satisfactory to the Company; and (3) a transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Registrar or its agent of a certificate substantially in the form set forth in

 
-46- Section 2.9 hereof from the proposed transferee and receipt by the Registrar or its agent of an Opinion of Counsel, certification and/or other information satisfactory to the Company. After the expiration of the Restricted Period, interests in the Regulation S Note may be transferred in ac- cordance with applicable law without requiring the certification set forth in Section 2.8, Section 2.9, Section 2.10 or any additional certification. (d) Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing a Restricted Notes Legend, the Registrar shall deliver Notes that do not bear a Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes bearing a Restricted Notes Legend, the Registrar shall deliver only Notes that bear a Restricted Notes Legend unless (1) an Initial Note is being transferred pursuant to an effective registra- tion statement, (2) Initial Notes are being exchanged for Notes that do not bear the Restricted Notes Legend in ac- cordance with Section 2.6(e) or (3) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. Any Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend. (e) Automatic Exchange from Global Note Bearing Restricted Notes Legend to Global Note Not Bearing Restricted Notes Legend. Upon the Company’s satisfaction that the Restricted Notes Legend shall no long- er be required in order to maintain compliance with the Securities Act, beneficial interests in a Global Note bearing the Restricted Notes Legend (a “Restricted Global Note”) may be automatically exchanged into beneficial interests in a Global Note not bearing the Restricted Notes Legend (an “Unrestricted Global Note”) without any action re- quired by or on behalf of the Holder (the “Automatic Exchange”) at any time on or after the date that is the 366th calendar day after (1) with respect to the Notes issued on the Issue Date, the Issue Date or (2) with respect to Addi- tional Notes, if any, the issue date of such Additional Notes, or, in each case, if such day is not a Business Day, on the next succeeding Business Day (the “Automatic Exchange Date”). Upon the Company’s satisfaction that the Restricted Notes Legend shall no longer be required in order to maintain compliance with the Securities Act, the Company shall (i) provide written notice to DTC and the Trustee at least fifteen (15) calendar days prior to the Au- tomatic Exchange Date, instructing DTC to exchange all of the outstanding beneficial interests in a particular Re- stricted Global Note to the Unrestricted Global Note, which the Company shall have previously otherwise made eligible for exchange with the DTC, (ii) provide prior written notice (the “Automatic Exchange Notice”) to each Holder at such Holder’s address appearing in the register of Holders at least fifteen (15) calendar days prior to the Automatic Exchange Date (the “Automatic Exchange Notice Date”), which notice must include (w) the Automatic Exchange Date, (x) the section of this Indenture pursuant to which the Automatic Exchange shall occur, (y) the “CUSIP” number of the Restricted Global Note from which such Holder’s beneficial interests will be transferred and (z) the “CUSIP” number of the Unrestricted Global Note into which such Holder’s beneficial interests will be transferred, and (iii) on or prior to the Automatic Exchange Date, deliver to the Trustee for authentication one or more Unrestricted Global Notes, duly executed by the Company and an Issuer Order requesting the Trustee to au- thenticate, in an aggregate principal amount equal to the aggregate principal amount of Restricted Global Notes to be exchanged into such Unrestricted Global Notes. At the Company’s written request on no less than five (5) calen- dar days’ notice prior to the Automatic Exchange Notice Date, the Trustee shall deliver, in the Company’s name and at its expense, the Automatic Exchange Notice to each Holder at such Holder’s address appearing in the register of Holders; provided that the Company has delivered to the Trustee the information required to be included in such Automatic Exchange Notice. Notwithstanding anything to the contrary in this Section 2.6(e), during the fifteen (15) calendar day period prior to the Automatic Exchange Date, no transfers or exchanges other than pursuant to this Section 2.6(e) shall be permitted without the prior written consent of the Company. As a condition to any Automatic Exchange, the Com- pany shall provide, and the Trustee shall be entitled to conclusively rely upon, an Officer’s Certificate and Opinion of Counsel to the Company to the effect that the Automatic Exchange shall be effected in compliance with the Secu- rities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend shall no longer be required in order to maintain compliance with the Securities Act and that the aggregate principal amount of the par- ticular Restricted Global Note is to be transferred to the particular Unrestricted Global Note by adjustment made on the records of the Trustee, as custodian for the Depositary to reflect the Automatic Exchange. Upon such exchange of beneficial interests pursuant to this Section 2.6(e), the aggregate principal amount of the Global Notes shall be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, to reflect

 
-47- the relevant increase or decrease in the principal amount of such Global Note resulting from the applicable ex- change. The Restricted Global Note from which beneficial interests are transferred pursuant to an Automatic Ex- change shall be cancelled following the Automatic Exchange. (f) Retention of Written Communications. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.1 or this Section 2.6. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable prior written notice to the Registrar. (g) Obligations with Respect to Transfers and Exchanges of Notes. To permit registrations of trans- fers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Company’s and Registrar’s written request. No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require the Holder to pay a sum sufficient to cover any transfer tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Company (and the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest pay- ment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A, B and C) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. (h) No Obligation of the Trustee. (1) Neither the Trustee nor the Registrar shall have any responsi- bility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with re- spect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption or purchase) or the pay- ment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Trustee may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners. Neither the Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among DTC participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or

 
-48- evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Nei- ther the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by DTC. SECTION 2.7. Form of Certificate to be Delivered upon Termination of Restricted Period. [Date] Townsquare Media, Inc. 240 Greenwich Avenue Greenwich, CT 06830 Attention: Chief Financial Officer Facsimile: (203) 861-0900 Wilmington Trust, National Association, as Trustee 246 Goose Lane, Suite 105 Guilford, Connecticut 06437-2186 Attention: Townsquare Media, Inc. Administrator Telecopy: 203-453-1183 with a copy to: Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Attention: Joshua Korff, Esq. Facsimile: (212) 446-4900 Re: Townsquare Media, Inc. (the “Company”) 6.500% Senior Notes due 2023 (the “Notes”) Ladies and Gentlemen: This letter relates to Notes represented by a temporary global Note (the “Temporary Regulation S Global Note”). Pursuant to Section 2.1 of the Indenture dated as of April 1, 2015 relating to the Notes (the “Indenture”), we hereby certify that the persons who are the beneficial owners of $[________] principal amount of Notes represented by the Temporary Regulation S Global Note are persons outside the United States to whom beneficial interests in such Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the Securities Act of 1933, as amended. Accordingly, you are hereby requested to issue a Permanent Regulation S Global Note repre- senting the undersigned’s interest in the principal amount of Notes represented by the Temporary Regulation S Global Note, all in the manner provided by the Indenture. We certify that we [are][are not] an Affiliate of the Com- pany. The Trustee and the Company are entitled to conclusively rely upon this letter and are irrevocably author- ized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or offi- cial inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Transferor]

 
-49- By: Authorized Signature SECTION 2.8. Form of Certificate to be Delivered in Connection with Transfers to IAIs. [Date] Townsquare Media, Inc. 240 Greenwich Avenue Greenwich, CT 06830 Attention: Chief Financial Officer Facsimile (203) 861-0900 Wilmington Trust, National Association, as Trustee 246 Goose Lane, Suite 105 Guilford, Connecticut 06437-2186 Attention: Townsquare Media, Inc. Administrator Telecopy: 203-453-1183 Re: Townsquare Media, Inc. (the “Company”) Ladies and Gentlemen: This certificate is delivered to request a transfer of $[_________] principal amount of the 6.500% Senior Notes due 2023 (the “Notes”) of TOWNSQUARE MEDIA, INC. (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Notes and we invest in or purchase securities similar to the Notes in the normal course of our business. We and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so reg- istered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is one year after the later of the date of original issue and the last date on which the Company or any affili- ate of the Company were the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the Company or any Subsidiary thereof, (b) pursuant to an effective registration statement under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act, to a person we reasonably believe is a “qualified institutional buyer” under Rule 144A of the Securities Act (a “QIB”) that is purchasing for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to non-U.S. persons that occur outside the

 
-50- United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited inves- tor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own ac- count or for the account of such an institutional “accredited investor,” in each case in a minimum principal amount of Notes of $250,000 for investment purposes and not with a view to or for offer or sale in connection with any dis- tribution in violation of the Securities Act or (f) pursuant to any other available exemption from the registration re- quirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposi- tion of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply sub- sequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Termination Date of the Notes pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company. 3. We [are][are not] an Affiliate of the Company. TRANSFEREE: BY: SECTION 2.9. Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regula- tion S. [Date] Townsquare Media, Inc. 240 Greenwich Avenue Greenwich, CT 06830 Attention: Chief Financial Officer Facsimile: (203) 861-0900 Wilmington Trust, National Association, as Trustee 246 Goose Lane, Suite 105 Guilford, Connecticut 06437-2186 Attention: Townsquare Media, Inc. Administrator Telecopy: 203-453-1183 Re: Townsquare Media, Inc. (the “Company”) 6.500% Senior Notes due 2023 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $[________] aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that: (a) the offer of the Notes was not made to a person in the United States; (b) either (i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the

 
-51- United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; (c) no directed selling efforts have been made in the United States in contravention of the re- quirements of Rule 903(a)(2) or Rule 904(a)(2) of Regulation S, as applicable; and (d) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. In addition, if the sale is made during a restricted period and the provisions of Rule 903(b)(2), Rule 903(b)(3) or Rule 904(b)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2), Rule 903(b)(3) or Rule 904(b)(1), as the case may be. We also hereby certify that we [are][are not] an Affiliate of the Company and, to our knowledge, the trans- feree of the Notes [is][is not] an Affiliate of the Company. The Trustee and the Company are entitled to conclusively rely upon this letter and are irrevocably author- ized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or offi- cial inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Transferor] By: Authorized Signature

 
-52- SECTION 2.10. Form of Certificate to be Delivered in Connection with Transfers to AIs. [Date] Townsquare Media, Inc. 240 Greenwich Avenue Greenwich, CT 06830 Attention: Chief Financial Officer Facsimile: (203) 861-0900 Wilmington Trust, National Association, as Trustee 246 Goose Lane, Suite 105 Guilford, Connecticut 06437-2186 Attention: Townsquare Media, Inc. Administrator Telecopy: 203-453-1183 Re: Townsquare Media, Inc. (the “Company”) Ladies and Gentlemen: This certificate is delivered to request a transfer of $[_________] principal amount of the 6.500% Senior Notes due 2023 (the “Notes”) of TOWNSQUARE MEDIA, INC. (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. I am an “accredited investor” (as defined in Rule 501(a)(4) under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) and I am acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of my investment in the Notes and I invest in or purchase securities similar to the Notes in the normal course of my business. I am able to bear the economic risk of my investment. 2. I understand that the Notes have not been registered under the Securities Act and, unless so regis- tered, may not be sold except as permitted in the following sentence. I agree on my own behalf to offer, sell or oth- erwise transfer such Notes prior to the date that is one year after the later of the date of original issue and the last date on which the Company or any affiliate of the Company were the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the Company or any Subsidiary thereof, (b) pursuant to an effective registration statement under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act, to a person I reasonably believe is a “qualified institutional buyer” under Rule 144A of the Securities Act (a “QIB”) that is purchasing for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional “accredited investor,” in each case in a minimum principal amount of Notes of $200,000 for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act or (f) pursuant to any other availa-

 
-53- ble exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of my property be at all times within my control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Re- striction Termination Date. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Termination Date of the Notes pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company. 6. I understand and acknowledge that upon the issuance thereof, and until such time as the same is no longer required under applicable requirements of the Securities Act or state securities laws, the Notes that I acquire will be certificated Notes that will bear, and all certificates issued in exchange therefor or in substitution thereof will bear, a restrictive legend set forth in Section 2.1(d) of the Indenture. 7. I am an Affiliate of the Company. TRANSFEREE: BY: SECTION 2.11. Mutilated, Destroyed, Lost or Stolen Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Company and the Trustee that such Note has been lost, destroyed or wrongfully taken within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar has not registered a transfer prior to receiving such notification, (b) makes such request to the Company and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected pur- chaser”), (c) satisfies any other reasonable requirements of the Trustee and (d) provides an indemnity bond, as more fully described below; provided, however, if after the delivery of such replacement Note, a protected purchaser of the Note for which such replacement Note was issued presents for payment or registration such replaced Note, the Trustee and/or the Company shall be entitled to recover such replacement Note from the Person to whom it was is- sued and delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Company or the Trustee in connection therewith. Such Holder shall furnish an indemnity bond sufficient in the judgment of the (i) Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, the Pay- ing Agent and the Registrar, from any loss which any of them may suffer if a Note is replaced, and, in the absence of notice to the Company, any Guarantor or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon receipt of an Issuer Order, the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and paya- ble, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 2.11, the Company may require that such Holder pay a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel and of the Trustee) in connection therewith. Subject to the proviso in the initial paragraph of this Section 2.11, every new Note issued pursuant to this Section 2.11, in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractu- al obligation of the Company, any Guarantor (if applicable) and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all bene- fits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

 
-54- The provisions of this Section 2.11 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. SECTION 2.12. Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Company or an Affiliate of the Company holds the Note; provided, however, that (i) for purposes of determining which are outstanding for consent or voting purposes hereunder, the provisions of Section 12.4 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Company or an Affiliate of the Company shall not be considered out- standing. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. SECTION 2.13. Temporary Notes. In the event that Definitive Notes are to be issued under the terms of this Indenture, until such Definitive Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form, and shall carry all rights, of De- finitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without unrea- sonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Notes. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the tempo- rary Notes at any office or agency maintained by the Company for that purpose and such exchange shall be without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Company shall exe- cute, and the Trustee shall, upon receipt of an Issue Order, authenticate and make available for delivery in exchange therefor, one or more Definitive Notes representing an equal principal amount of Notes. Until so exchanged, the Holder of temporary Notes shall in all respects be entitled to the same benefits under this Indenture as a Holder of Definitive Notes. SECTION 2.14. Cancellation. The Company at any time may deliver Notes to the Trustee for cancella- tion. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation and dispose of such Notes in accordance with its internal policies and customary procedures (subject to the record retention requirements of the Exchange Act and the Trustee). If the Company or any Guarantor acquires any of the Notes, such acquisition shall not operate as a redemption or satisfac- tion of the Indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for can- cellation pursuant to this Section 2.14. The Company may not issue new Notes to replace Notes it has paid or deliv- ered to the Trustee for cancellation for any reason other than in connection with a transfer or exchange. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be returned by DTC to the Trustee for can- cellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, re- deemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction.

 
-55- SECTION 2.15. Payment of Interest; Defaulted Interest. Interest on any Note which is payable, and is punctually paid or duly provided for, on any interest payment date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the regular record date for such payment at the office or agency of the Company maintained for such purpose pursuant to Section 2.3. Any interest on any Note which is payable, but is not paid when the same becomes due and payable and such nonpayment continues for a period of 30 days shall forthwith cease to be payable to the Holder on the regular record date, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the rate borne by the Notes (such defaulted interest and interest thereon herein collectively called “Defaulted Interest”) shall be paid by the Company, at its election, as provided in clause (a) or (b) below: (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date (not less than 30 days after such notice) of the proposed payment (the “Special Interest Payment Date”), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Default- ed Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Section 2.15(a). Thereupon the Company shall fix a record date (the “Special Record Date”) for the payment of such Defaulted Interest, which date shall be not more than 20 calendar days and not less than 15 calendar days prior to the Special Interest Payment Date and not less than 10 calendar days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee in writing of such Special Record Date, and in the name and at the ex- pense of the Company, the Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor to be given in the manner provided for in Section 12.1, not less than 10 calendar days prior to such Special Record Date. Notice of the pro- posed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor having been so given, such Defaulted Interest shall be paid on the Special Interest Payment Date to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the provisions in Sec- tion 2.15(b). (b) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after written notice given by the Company to the Trustee of the proposed payment pursuant to this Section 2.15(b), such manner of payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section 2.15, each Note delivered under this Indenture upon reg- istration of, transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. SECTION 2.16. CUSIP and ISIN Numbers. The Company in issuing the Notes may use “CUSIP” and “ISIN” numbers and, if so, the Trustee shall use “CUSIP and “ISIN” numbers in notices of redemption or purchase as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption or purchase and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or purchase shall not be affected by any defect in or omission of such CUSIP and ISIN numbers. The Company shall promptly notify the Trustee in writing of any change in the CUSIP and ISIN numbers.

 
-56- ARTICLE III COVENANTS SECTION 3.1. Payment of Notes. The Company shall promptly pay the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. Principal, pre- mium, if any, and interest shall be considered paid on the date due if by 11:00 a.m. Eastern time on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal, premium, if any, and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. Notwithstanding anything to the contrary contained in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments hereunder. SECTION 3.2. Limitation on Indebtedness. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, Incur any In- debtedness (including Acquired Indebtedness); provided, however, that the Company and any of its Restricted Sub- sidiaries may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giv- ing pro forma effect thereto (including pro forma application of the proceeds thereof), the Leverage Ratio for the Company and its Restricted Subsidiaries is less than 6.00 to 1.00; provided, further, that Non-Guarantors may not Incur Indebtedness if, after giving pro forma effect to such Incurrence (including a pro forma application of the net proceeds therefrom), more than an aggregate of the greater of (a) $30.0 million and (b) 3.25% of Total Assets of Indebtedness of Non-Guarantors would be outstanding pursuant to this paragraph. (b) The first paragraph of this covenant shall not prohibit the Incurrence of the following Indebted- ness: (1) Indebtedness Incurred pursuant to any Credit Facility (including letters of credit or bank- ers’ acceptances issued or created under any Credit Facility), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not exceeding the sum of (i) $405.0 million plus (ii) in the case of any refinancing of any Indebtedness permitted under this Section 3.2(b)(1) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses Incurred in connection with such refinancing; (2) (i) Guarantees by the Company or any Restricted Subsidiary of Indebtedness or other ob- ligations of the Company or any Restricted Subsidiary so long as the Incurrence of such Indebtedness or other obligation is not prohibited by the terms of this Indenture; (3) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebt- edness of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary; provid- ed, however, that: (i) any subsequent issuance or transfer of Capital Stock or any other event which re- sults in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary; and (ii) any sale or other transfer of any such Indebtedness to a Person other than the Com- pany or a Restricted Subsidiary;

 
-57- shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be; (4) Indebtedness represented by (i) the Notes (other than any Additional Notes), including any Guarantee thereof, (ii) any Indebtedness (other than Indebtedness incurred pursuant to clauses (1) and (3)) outstanding on the Issue Date, (iii) Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause or clauses (5) or (10) of this Section 3.2(b) or Incurred pursuant to Section 3.2(a), and (iv) Management Advances; (5) Indebtedness of (x) the Company or any Restricted Subsidiary Incurred or issued to fi- nance an acquisition or (y) Persons that are acquired by the Company or any Restricted Subsidiaries or merged into or consolidated with the Company or any Restricted Subsidiaries in accordance with the terms of this Indenture; provided that such Indebtedness is in an aggregate amount not to exceed (i) $20.0 million at any time outstanding plus (ii) unlimited additional Indebtedness if after giving effect to such acquisition, merger or consolidation, either (i) the Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in Section 3.2(a); (ii) the Leverage Ratio of the Company and the Restricted Subsidiaries would not be greater than immediately prior to such acquisition, merger or consolidation; or (iii) such Indebtedness constitutes Acquired Indebtedness (other than Indebtedness In- curred in contemplation of the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Company or a Restricted Subsidiary); provided, that in the case of this subclause (iii) that the only obligors with respect to such Indebtedness shall be those Persons who were obligors of such Indebtedness prior to such acquisition, merger or consolidation; (6) Hedging Obligations (excluding Hedging Obligations entered into for speculative pur- poses); (7) Indebtedness (i) represented by Capitalized Lease Obligations or Purchase Money Obli- gations, in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (7) and then outstanding, does not exceed the greater of (x) $20.0 million and (y) 2.25% of Total Assets at the time of Incurrence and any Refinanc- ing Indebtedness in respect thereof and (ii) arising out of Sale and Leaseback Transactions in an aggregate principal amount at any one time outstanding not to exceed the greater of (x) $10.0 million and (y) 1.0% of Total Assets; (8) Indebtedness in respect of (i) workers’ compensation claims, self-insurance obligations, performance, indemnity, surety, judgment, appeal, advance payment, customs, value added or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warran- ties provided by the Company or a Restricted Subsidiary or relating to liabilities, obligations or guarantees Incurred in the ordinary course of business or consistent with past practice, (ii) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the or- dinary course of business or consistent with past practice; provided, however, that such Indebtedness is ex- tinguished within five Business Days of Incurrence; (iii) customer deposits and advance payments received in the ordinary course of business or consistent with past practice from customers for goods or services purchased in the ordinary course of business or consistent with past practice; (iv) letters of credit, bankers’ acceptances, guarantees or other similar instruments or obligations issued or relating to liabilities or obliga- tions Incurred in the ordinary course of business or consistent with past practice, and (v) any customary treasury, depositary, cash management, automatic clearinghouse arrangements, overdraft protections, cash pooling or netting or setting off arrangements or similar arrangements in the ordinary course of business or consistent with past practice;

 
-58- (9) Indebtedness arising from agreements providing for guarantees, indemnification, obliga- tions in respect of earn-outs or other adjustments of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Capital Stock of a Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring or disposing of such business or assets or such Subsidiary for the purpose of financing such ac- quisition or disposition); provided that the maximum liability of the Company and its Restricted Subsidiar- ies in respect of all such Indebtedness in connection with a disposition shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by the Company and its Restricted Subsidiaries in connection with such disposition; (10) Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness In- curred pursuant to this clause (10) and then outstanding, will not exceed 100% of the Net Cash Proceeds received by the Company from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Stock, Designated Preferred Stock or an Excluded Contribution) or other- wise contributed to the equity (other than through the issuance of Disqualified Stock, Designated Preferred Stock or an Excluded Contribution) of the Company, in each case, subsequent to the Issue Date; provided, however, that (i) any such Net Cash Proceeds that are so received or contributed shall not increase the amount available for making Restricted Payments to the extent the Company and its Restricted Subsidiaries Incur Indebtedness in reliance thereon and (ii) any Net Cash Proceeds that are so received or contributed shall be excluded for purposes of Incurring Indebtedness pursuant to this clause (10) to the extent such Net Cash Proceeds or cash have been applied to make Restricted Payments; (11) Indebtedness of Non-Guarantors in an aggregate amount not to exceed the greater of (a) $20.0 million and (b) 2.25% of Total Assets at any time outstanding and any Refinancing Indebtedness in respect thereof; (12) Indebtedness consisting of promissory notes issued by the Company or any of its Subsid- iaries to any current or former employee, director or consultant of the Company, any of its Subsidiaries or any Parent Entity (or permitted transferees, assigns, estates, or heirs of such employee, director or consult- ant), to finance the purchase or redemption of Capital Stock of the Company or any Company that is per- mitted by Section 3.3; (13) Indebtedness of the Company or any of its Restricted Subsidiaries consisting of (i) the fi- nancing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case Incurred in the ordinary course of business or consistent with past practice; (14) Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness In- curred pursuant to this clause and then outstanding, will not exceed the greater of (a) $40.0 million and (b) 4.25% of Total Assets; and (15) Indebtedness of the Company or any of its Restricted Subsidiaries to the extent proceeds of such Indebtedness are deposited and used to defease the Notes as described in Sections 8.1, 8.2, 8.3 and 11.1 hereof. (c) For purposes of determining compliance with, and the outstanding principal amount of any par- ticular Indebtedness Incurred pursuant to and in compliance with, this Section 3.2: (1) in the event that all or any portion of any item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in the first and second paragraphs of this covenant, the Company, in its sole discretion, shall classify, and may from time to time reclassify, all or any portion of such item of Indebtedness and only be required to include the amount and type of such Indebtedness in any of the clauses of Section 3.2(a) or (b);

 
-59- (2) additionally, all or any portion of any item of Indebtedness may later be classified as hav- ing been Incurred pursuant to any type of Indebtedness described in one of the clauses of Section 3.2(a) or (b) so long as such Indebtedness is permitted to be Incurred pursuant to such provision at the time of reclas- sification; (3) all Indebtedness outstanding on the Issue Date under the Credit Agreement shall be deemed initially incurred on the Issue Date under Section 3.2(b)(1); (4) in the case of any refinancing of any Indebtedness, such Indebtedness shall not include the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses Incurred in connection with such refinancing; (5) Guarantees of, or obligations in respect of letters of credit, bankers’ acceptances or other similar instruments relating to, or Liens securing, Indebtedness that is otherwise included in the determina- tion of a particular amount of Indebtedness shall not be included; (6) if obligations in respect of letters of credit, bankers’ acceptances or other similar instru- ments are Incurred pursuant to any Credit Facility and are being treated as Incurred pursuant to clause (a), (b)(1), (b)(7), (b)(10), (b)(11) or (b)(14) of this Section 3.2 and the letters of credit, bankers’ acceptances or other similar instruments relate to other Indebtedness, then such other Indebtedness shall not be included; (7) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidi- ary, or Preferred Stock of a Restricted Subsidiary, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (8) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; and (9) the amount of any indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount of the Indebtedness, or liquidation preference thereof, in the case of any other Indebtedness. Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock or the reclassification of commitments or ob- ligations not treated as Indebtedness due to a change in GAAP, will not be deemed to be an Incurrence of Indebted- ness for purposes of this Section 3.2. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Sub- sidiary shall be deemed to be Incurred by a Restricted Subsidiary of the Company as of such date (and, if such In- debtedness is not permitted to be Incurred as of such date under this Section 3.2, the Company, shall be in default of this Section 3.2). For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided, that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (a) the principal amount of such Indebtedness being refinanced plus (b) the aggregate amount of fees, underwriting discounts, premiums (in-

 
-60- cluding tender premiums) and other costs and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with such refinancing. Notwithstanding any other provision of this Section 3.2, the maximum amount of Indebtedness that the Company or a Restricted Subsidiary may incur pursuant to this Section 3.2 shall not be deemed to be exceeded sole- ly as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. The Company shall not, and shall not permit any Guarantor to, directly or indirectly, Incur any Indebted- ness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee to the extent and in the same manner as such Indebted- ness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may be; provided that for purposes of this Indenture, (1) unsecured Indebtedness shall not be treated as subordinated or junior to Secured In- debtedness merely because it is unsecured and (2) senior Indebtedness shall not be treated as subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral or is se- cured by different collateral or because it is guaranteed by different obligors. SECTION 3.3. Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries, directly or indi- rectly, to: (1) declare or pay any dividend or make any distribution on or in respect of the Company’s or any Restricted Subsidiary’s Capital Stock (including any such payment in connection with any merger, amalgamation or consolidation involving the Company or any of its Restricted Subsidiaries) except: (i) dividends or distributions payable in Capital Stock of the Company (other than Dis- qualified Stock) or in options, warrants or other rights to purchase such Capital Stock of the Com- pany; and (ii) dividends or distributions payable to the Company or a Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution, to holders of its Capital Stock other than the Company or another Restricted Subsidiary on no more than a pro rata basis); (2) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any Parent Entity of the Company held by Persons other than the Company or a Restricted Subsidiary; (3) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Indebted- ness (other than (i) any such purchase, repurchase, redemption, defeasance or other acquisition or retire- ment in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement and (ii) any Indebtedness Incurred pursuant to Section 3.2(b)(3)); or (4) make any Restricted Investment; (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retire- ment or Restricted Investment referred to in clauses (1) through (4) are referred to herein as a “Restricted Payment”), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment:

 
-61- (i) a Default shall have occurred and be continuing (or would result immediately there- after therefrom); (ii) the Company is not able to Incur an additional $1.00 of Indebtedness pursuant to Section 3.2(a) after giving effect, on a pro forma basis, to such Restricted Payment; or (iii) the aggregate amount of such Restricted Payment and all other Restricted Payments made subsequent to April 4, 2012 (and not returned or rescinded) (including Restricted Payments permitted by Section 3.3(b)(1) (without duplication) and (10), but excluding all other Restricted Payments permitted by Section 3.3(b)) would exceed the sum of (without duplication): (A) 100% of Consolidated EBITDA for the period (treated as one account- ing period) from April 4, 2012 to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which internal consolidated financial statements of the Company are available (or, in the case such Consolidated EBITDA is a deficit, mi- nus 100% of such deficit); less 1.4 times Consolidated Interest Expense for the same pe- riod; (B) 100% of the aggregate Net Cash Proceeds, and the fair market value of property or assets or marketable securities, received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock or Designated Preferred Stock) subsequent to April 4, 2012 or otherwise contributed to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Company subse- quent to April 4, 2012 (other than (x) Net Cash Proceeds or property or assets or market- able securities received from an issuance or sale of such Capital Stock to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any Subsidiary of the Company for the benefit of its employees to the extent funded by the Company or any Restricted Subsidiary, (y) Net Cash Proceeds or property or assets or marketable securities to the extent that any Restricted Payment has been made from such proceeds in reliance on Section 3.3(b)(6) and (z) Excluded Contributions); (C) 100% of the aggregate Net Cash Proceeds, and the fair market value of property or assets or marketable securities, received by the Company or any Restricted Subsidiary from the issuance or sale (other than to the Company or a Restricted Subsidi- ary of the Company or an employee stock ownership plan or trust established by the Company or any Subsidiary of the Company for the benefit of their employees to the ex- tent funded by the Company or any Restricted Subsidiary) by the Company or any Re- stricted Subsidiary subsequent to April 4, 2012 of any Indebtedness, Disqualified Stock or Designated Preferred Stock that has been converted into or exchanged for Capital Stock of the Company (other than Disqualified Stock or Designated Preferred Stock) plus, without duplication, the amount of any cash, and the fair market value of property or assets or marketable securities, received by the Company or any Restricted Subsidiary upon such conversion or exchange; (D) 100% of the aggregate amount received in cash and the fair market val- ue, as determined in good faith by the Company, of marketable securities or other proper- ty received by means of: (a) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Company or its Restricted Subsidiaries, in each case after April 4, 2012 or (ii) the sale (other than to the Company or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than to the extent of the amount of the Investment that constituted a Permitted Investment which will instead increase the amount available

 
-62- under the applicable clause of the definition of “Permitted Investments”) or a dividend from an Unrestricted Subsidiary after April 4, 2012; and (E) in the case of the redesignation of an Unrestricted Subsidiary as a Re- stricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Sub- sidiary into the Company or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary after April 4, 2012, the fair market value of the Investment in such Unrestricted Subsidi- ary (or the assets transferred), as determined in good faith by the Company at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation or consolidation or transfer of assets (after taking into con- sideration any Indebtedness associated with the Unrestricted Subsidiary so designated or merged, amalgamated or consolidated or Indebtedness associated with the assets so trans- ferred), other than to the extent of the amount of the Investment that constituted a Permit- ted Investment. (b) The foregoing provisions of Section 3.3(a) will not prohibit any of the following (collectively, “Permitted Payments”): (1) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Inden- ture or the redemption, repurchase or retirement of Indebtedness if, at the date of any redemption notice, such payment would have complied with the provisions of this Indenture; (2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock or Subordinated Indebtedness made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock or Designated Preferred Stock) (“Refunding Capital Stock”) or a substantially concurrent contribution to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock or through an Excluded Contribution) of the Company; provided, however, that to the extent so applied, the Net Cash Proceeds, or fair market value of property or assets or of marketable securities, from such sale of Capital Stock or such contribution will be excluded from Section 3.3(a)(iii); (3) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness made by exchange for, or out of the proceeds of the substantially concurrent sale of, Refinancing Indebtedness permitted to be Incurred pursuant to Section 3.2; (4) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Preferred Stock of the Company or a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Preferred Stock of the Company or a Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to Section 3.2; (5) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary: (i) from Net Available Cash to the extent permitted under Section 3.5, but only if the Company shall have first complied with the terms described under Section 3.5 and purchased all Notes tendered pursuant to any offer to repurchase all the Notes required thereby, prior to purchas- ing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated In- debtedness, Disqualified Stock or Preferred Stock; or (ii) to the extent required by the agreement governing such Subordinated Indebtedness, Disqualified Stock or Preferred Stock following the occurrence of a Change of Control (or other similar event described therein as a “change of control”), but only if the Company shall have first

 
-63- complied with Section 3.9 and purchased all Notes tendered pursuant to the offer to repurchase all the Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness, Disqualified Stock or Preferred Stock; or (iii) consisting of Acquired Indebtedness (other than Indebtedness Incurred (A) to pro- vide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise ac- quired by the Company or a Restricted Subsidiary or (B) otherwise in connection with or contem- plation of such acquisition); (6) a Restricted Payment to pay for the repurchase, redemption or other acquisition or retire- ment for value of Capital Stock (other than Disqualified Stock) of the Company or of any Parent Entity held by any future, present or former employee, director or consultant of the Company, any of its Subsidi- aries or of any Parent Entity (or permitted transferees, assigns, estates, trusts or heirs of such employee, di- rector or consultant) either pursuant to any management equity plan or stock option plan or any other man- agement or employee benefit plan or agreement or upon the termination of such employee, director or con- sultant’s employment or directorship; provided, however, that the aggregate Restricted Payments made un- der this clause (6) do not exceed $10.0 million in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $20.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to ex- ceed: (i) the cash proceeds from the sale of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Company and, to the extent contributed to the capital of the Company (other than through the issuance of Disqualified Stock or Designated Preferred Stock or an Excluded Contribution), Capital Stock of any Parent Entity, in each case to members of man- agement, directors or consultants of the Company, any of its Subsidiaries or any Parent Entity that occurred after the Issue Date, to the extent the cash proceeds from the sale of such Capital Stock have not otherwise been applied to the payment of Restricted Payments by virtue of Sec- tion 3.3(b)(iii); plus (ii) the cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the Issue Date; less (iii) the amount of any Restricted Payments made in previous calendar years pursuant to clauses (i) and (ii) of this clause (6); and provided further that cancellation of Indebtedness owing to the Company or any Restricted Subsidiary from any future, present or former members of management, directors, employees or consultants of the Company, or any Parent Entity or Restricted Subsidiaries in connection with a repurchase of Capital Stock of the Company or any Parent Entity will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Indenture; (7) the declaration and payment of dividends on Disqualified Stock, or Preferred Stock of a Restricted Subsidiary, Incurred in accordance with Section 3.2; (8) purchases, repurchases, redemptions, defeasances or other acquisitions or retirements of Capital Stock deemed to occur upon the exercise of stock options, warrants or other rights in respect there- of if such Capital Stock represents a portion of the exercise price thereof; (9) dividends, loans, advances or distributions to any Parent Entity or other payments by the Company or any Restricted Subsidiary in amounts equal to (without duplication): (i) the amounts required for any Parent Entity to pay any Parent Entity Expenses or any Related Taxes or for the Company to make a Permitted Tax Distribution; or

 
-64- (ii) amounts constituting or to be used for purposes of making payments to the extent specified in Section 3.8(b)(2), (3), (5), (11) and (12); (10) the declaration and payment by the Company of, dividends on the common stock or common equity interests of the Company or any Parent following a public offering of such common stock or common equity interests, in an amount not to exceed 6% of the proceeds received by or contributed to the Company in or from any public offering in any fiscal year; (11) payments by the Company, or loans, advances, dividends or distributions to any Parent Entity to make payments, to holders of Capital Stock of the Company or any Parent Entity in lieu of the is- suance of fractional shares of such Capital Stock; provided, however, that any such payment, loan, advance, dividend or distribution shall not be for the purpose of evading any limitation of this covenant or otherwise to facilitate any dividend or other return of capital to the holders of such Capital Stock (as determined in good faith by the Board of Directors); (12) Restricted Payments that are made with Excluded Contributions; (13) (i) the declaration and payment of dividends on Designated Preferred Stock of the Com- pany issued after the Issue Date; and (ii) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock; provided, however, that, in the case of clause (i), the amount of all dividends declared or paid pursuant to this clause shall not exceed the Net Cash Proceeds received by the Company or the aggregate amount contributed in cash to the equity (other than through the issuance of Disqualified Stock or an Excluded Contribution of the Company), from the issuance or sale of such Designated Pre- ferred Stock; provided further, in the case of clauses (i) and (ii), that for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or declaration of such dividends on such Refunding Capital Stock, after giving effect to such payment on a pro forma basis the Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to Section 3.2(a); (14) dividends or other distributions of Capital Stock of, or Indebtedness owed to the Compa- ny or a Restricted Subsidiary by, Unrestricted Subsidiaries (unless the Unrestricted Subsidiary’s principal asset is cash or Cash Equivalents); (15) any Restricted Payment made in connection with the Transactions and any costs and ex- penses (including all legal, accounting and other professional fees and expenses) related thereto or used to fund amounts owed to Affiliates in connection with the Transactions (including dividends to any Parent En- tity of the Company to permit payment by such Parent Entity of such amounts); (16) (i) so long as no Default or Event of Default has occurred and is continuing (or would re- sult from), Restricted Payments (including loans or advances) in an aggregate amount outstanding at the time made not to exceed the greater of $30.0 million and 3.25% of Total Assets at such time, and (ii) so long as no Default or Event of Default has occurred and is continuing (or would result therefrom), any Re- stricted Payments, so long as, immediately after giving pro forma effect to the payment of any such Re- stricted Payment and the Incurrence of any Indebtedness the net proceeds of which are used to make such Restricted Payment, the Leverage Ratio shall be no greater than 4.00 to 1.00; and (17) mandatory redemptions of Disqualified Stock issued as a Restricted Payment or as con- sideration for a Permitted Investment. For purposes of determining compliance with this Section 3.3, in the event that a Restricted Payment meets the criteria of more than one of the categories of Permitted Payments described in clauses (1) through (18) of para- graph (b), or is permitted pursuant to paragraph (a) of this Section 3.3, the Company will be entitled to classify such Restricted Payment (or portion thereof) on the date of its payment or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this Section 3.3.

 
-65- The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount, and the fair market value of any non-cash Restricted Payment, property or assets other than cash shall be determined conclusively by the Company acting in good faith. SECTION 3.4. Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions in cash or otherwise on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or any Restricted Subsidiary; (2) make any loans or advances to the Company or any Restricted Subsidiary; or (3) sell, lease or transfer any of its property or assets to the Company or any Restricted Sub- sidiary; provided that (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to divi- dends or liquidating distributions being paid on common stock and (y) the subordination of (including the applica- tion of any standstill requirements to) loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed to constitute such an en- cumbrance or restriction. (b) The provisions of Section 3.4(a) shall not prohibit: (1) any encumbrance or restriction pursuant to (i) any Credit Facility, or (ii) any other agreement or instrument, in each case, in effect at or entered into on the Issue Date; (2) this Indenture, the Notes and the Note Guarantees; (3) any encumbrance or restriction pursuant to an agreement or instrument of a Person or re- lating to any Capital Stock or Indebtedness of a Person, entered into on or before the date on which such Person was acquired by or merged, amalgamated, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary, or was designated as a Restricted Subsidiary or on which such agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Company or was merged, amalgamated, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary or entered into in contemplation of or in connection with such transaction) and outstanding on such date; provided that, for the purposes of this clause (3), if another Person is the Successor Company, any Subsidi- ary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Company or any Restricted Subsidiary when such Person becomes the Successor Compa- ny; (4) any encumbrance or restriction: (i) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; (ii) contained in mortgages, pledges, charges or other security agreements permitted under this Indenture or securing In- debtedness of the Company or a Restricted Subsidiary permitted under this Indenture to the extent such en- cumbrances or restrictions restrict the transfer or encumbrance of the property or assets subject to such mortgages, pledges, charges or other security agreements; or (iii) pursuant to customary provisions restrict-

 
-66- ing dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (5) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired; (6) any encumbrance or restriction imposed pursuant to an agreement entered into for the di- rect or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of the Company or any Restricted Subsidiary (or the property or assets that are subject to such restriction) pend- ing the closing of such sale or disposition; (7) customary provisions in leases, licenses, shareholder agreements, joint venture agree- ments and other similar agreements, organizational documents and instruments; (8) encumbrances or restrictions arising or existing by reason of applicable law or any appli- cable rule, regulation or order, or required by any regulatory authority; (9) any encumbrance or restriction on cash or other deposits or net worth imposed by cus- tomers under agreements entered into in the ordinary course of business or consistent with past practice; (10) any encumbrance or restriction pursuant to Hedging Obligations; (11) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permit- ted to be Incurred or issued subsequent to the Issue Date pursuant Section 3.2 that impose restrictions sole- ly on the Foreign Subsidiaries party thereto or their Subsidiaries; (12) any encumbrance or restriction arising pursuant to an agreement or instrument (which if it relates to any Indebtedness, shall only be permitted if such Indebtedness is permitted to be Incurred pur- suant to Section 3.2) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders than (i) the encumbrances and restrictions contained in the Credit Agreement, together with the security documents associated therewith as in effect on the Issue Date or (ii) either (A) the Company determines at the time of entry into such agreement or in- strument that such encumbrances or restrictions will not adversely affect, in any material respect, the Com- pany’s ability to make principal or interest payments on the Notes or (B) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrument; (13) any encumbrance or restriction existing by reason of any lien permitted under Sec- tion 3.6; or (14) any encumbrance or restriction pursuant to an agreement or instrument effecting a refi- nancing of Indebtedness Incurred pursuant to, or that otherwise refinances, an agreement or instrument re- ferred to in clauses (1) to (13) of this Section 3.4(b) or this clause (14) (an “Initial Agreement”) or con- tained in any amendment, supplement or other modification to an agreement referred to in clauses (1) to (13) of this Section 3.4(b) or this clause (14); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or instrument are no less favor- able in any material respect to the Holders taken as a whole than the encumbrances and restrictions con- tained in the Initial Agreement or Initial Agreements to which such refinancing or amendment, supplement or other modification relates (as determined in good faith by the Company). SECTION 3.5. Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any As- set Disposition unless:

 
-67- (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contin- gent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Company, of the shares and assets subject to such Asset Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration from such Asset Dispo- sition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise), together with all other Asset Dispositions since the Issue Date (on a cumulative basis), received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is ap- plied: (i) to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), (A) to prepay, repay or purchase any Indebted- ness of a Non-Guarantor (in each case, other than Indebtedness owed to the Company or any Re- stricted Subsidiary) or any Secured Indebtedness; including Indebtedness under the Credit Agree- ment (or any Refinancing Indebtedness in respect thereof) within 365 days from the later of (a) the date of such Asset Disposition and (b) the receipt of such Net Available Cash; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Company or Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (B) to prepay, repay or purchase Pari Passu Indebtedness; provided further that, to the extent the Company redeems, repays or repurchases Pari Passu Indebtedness pursuant to this clause (B), the Company shall equally and ratably reduce Obligations under the Notes as provided under Section 5.7, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the proce- dures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; and (ii) to the extent the Company or such Restricted Subsidiary elects, to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restrict- ed Subsidiary) within 365 days from the later of (A) the date of such Asset Disposition and (B) the receipt of such Net Available Cash; provided, however, that any such reinvestment in Ad- ditional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Company that is executed or approved within such time will satisfy this requirement, so long as such investment is consummated within 270 days of such 365th day; provided that, pending the final application of the amount of any such Net Available Cash in accordance with clause (i) or clause (ii) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Indenture. (b) The amount of any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds” under this Indenture. On the 366th day after an Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds under this Indenture exceeds $15.0 million, the Company will within 10 Business Days be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes issued under such indenture and, to the extent the Company elects, to all holders of other outstanding Pari Passu Indebted- ness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in respect of the Notes

 
-68- in an amount equal to 100% of the principal amount of the Notes and Pari Passu Indebtedness, in each case, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and, with respect to the Notes, in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Compa- ny will deliver notice of such Asset Disposition Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Asset Disposition and of- fering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice. The Company may satisfy the foregoing obligations with respect to any Net Available Cash from an Asset Disposition by making an Asset Disposition Offer with respect to all Net Available Cash prior to the expiration of the relevant 365 days (or such longer period provided above) or with respect to any unapplied Excess Proceeds. (c) To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not prohibited in this Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer by Holders and other Pari Passu Indebtedness sur- rendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Excess Proceeds shall be allocated among the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggre- gate principal amount of tendered Notes and Pari Passu Indebtedness; provided that no Notes or other Pari Passu Indebtedness will be selected and purchased in an unauthorized denomination. Upon completion of any Asset Dis- position Offer, the amount of Excess Proceeds shall be reset at zero. Additionally, the Company may, at its option, make an Asset Disposition Offer using proceeds from any Asset Disposition at any time after the consummation of such Asset Disposition. Upon consummation or expiration of any Asset Disposition Offer, any remaining Net Available Cash shall not be deemed Excess Proceeds and the Company may use such Net Available Cash for any purpose not prohibited by the Indenture. (d) Notwithstanding any other provisions of this Section 3.5, (i) to the extent that any of or all the Net Available Cash of any Asset Disposition by a Foreign Subsidiary (a “Foreign Disposition”) is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Available Cash so affected will not be required to be applied in compliance with this Section 3.5, and such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Company hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions available under the applicable local law to permit such repatriation), and once such re- patriation of any such affected Net Available Cash is permitted under the applicable local law, such repatri- ation will be promptly effected and such repatriated Net Available Cash will be promptly (and in any event not later than three (3) Business Days after such repatriation) applied (net of additional Taxes payable or reserved against a result thereof) in compliance with this Section 3.5; and (ii) to the extent that the Company has determined in good faith that repatriation of any of or all the Net Available Cash of any Foreign Disposition would have an adverse Tax consequence (which for the avoidance of doubt, includes, but is not limited to, any repatriation whereby doing so the Company, any Restricted Subsidiary, or any of their respective affiliates and/or equity owners would incur a tax liability, including as a result of a dividend or deemed dividend, or a withholding tax, but taking into account any foreign tax credit or benefit received in connection with such repatriation) with respect to such Net Availa- ble Cash, the Net Available Cash so affected may be retained by the applicable Foreign Subsidiary. (e) To the extent that any portion of Net Available Cash payable in respect of the Notes is denomi- nated in a currency other than U.S. dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. dollars that is actually received by the Company upon converting such portion into U.S. dollars. (f) For the purposes of Section 3.5(a)(2) hereof, the following will be deemed to be cash:

 
-69- (1) the assumption by the transferee of Indebtedness or other liabilities contingent or other- wise of the Company or a Restricted Subsidiary (other than Subordinated Indebtedness of the Company or a Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such In- debtedness or other liability in connection with such Asset Disposition; (2) securities, notes or other obligations received by the Company or any Restricted Subsidi- ary of the Company from the transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Company and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition; (4) consideration consisting of Indebtedness of the Company (other than Subordinated In- debtedness) received after the Issue Date from Persons who are not the Company or any Restricted Subsid- iary; and (5) any Designated Non-Cash Consideration received by the Company or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this covenant that is at that time outstanding, not to exceed the greater of (i) $20.0 million and (ii) 2.25% of Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (g) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws, rules and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to this Section 3.5. To the extent that the provi- sions of any securities laws, rules or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. (h) The provisions of this Indenture relative to the Company’s obligation to make an offer to repur- chase the Notes as a result of an Asset Disposition may be waived or modified with the written consent of the Hold- ers of a majority in principal amount of the then outstanding Notes. SECTION 3.6. Limitation on Liens. The Company shall not, and shall not permit any Guarantor to, directly or indirectly, create, Incur, assume or permit to exist any Lien (except Permitted Liens) (each, an “Initial Lien”) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of the Company or any Guarantor, unless: (1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guaran- tees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or (2) in all other cases, the Notes or the Guarantees are equally and ratably secured. Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall pro- vide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebt- edness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, accretion of original

 
-70- issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness. SECTION 3.7. Limitation on Guarantees. (a) The Company (a) shall not permit any of its Wholly-Owned Restricted Domestic Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Restricted Domestic Subsidiaries if such non-Wholly Owned Restricted Domestic Subsidiaries guarantee, or are a co-issuer of, other capital markets debt securities of the Company or any Restricted Subsidiary or guarantee all or a portion of, or are a co-borrower under, the Credit Agreement), other than a Guarantor, to guarantee the payment of any capital markets debt securities or Indebtedness under any Credit Facility with a bank or other financial institution, in each case of the Company or any other Guar- antor unless: (1) such Restricted Subsidiary within 60 days executes and delivers a supplemental indenture to this Indenture providing for a senior Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Company or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Note Guarantee; and (2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Sub- sidiary under its Guarantee until payment in full of Obligations under this Indenture. provided that this Section 3.7 shall not be applicable (i) to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, or (ii) in the event that the Guarantee of the Company’s obliga- tions under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. (b) The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise re- quired to be a Guarantor to become a Guarantor, in which case, such Subsidiary shall not be required to comply with the 60-day period described in Section 3.7(a). (c) If any Guarantor becomes an Immaterial Subsidiary, the Company shall have the right, by execu- tion and delivery of a supplemental indenture to the Trustee, to cause such Immaterial Subsidiary to cease to be a Guarantor, subject to the requirement described in the first paragraph above that such Subsidiary shall be required to become a Guarantor if it ceases to be an Immaterial Subsidiary (except that if such Subsidiary has been properly designated as an Unrestricted Subsidiary it shall not be so required to become a Guarantor or execute a supplemental indenture); provided, further, that such Immaterial Subsidiary shall not be permitted to Guarantee the Credit Agree- ment or capital market debt securities of the Company or other Guarantors, unless it again becomes a Guarantor. SECTION 3.8. Limitation on Affiliate Transactions. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or in- directly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) involving aggregate value in excess of $10.0 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s length dealings with a Person who is not such an Affiliate; and

 
-71- (2) in the event such Affiliate Transaction involves an aggregate value in excess of $20.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Sec- tion 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment; (2) any issuance or sale of Capital Stock, options, other equity-related interests or other secu- rities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, or entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, pro- gram, agreement or arrangement, related trust or other similar agreement and other compensation arrange- ments, options, warrants or other rights to purchase Capital Stock of the Company, any Restricted Subsidi- ary or any Parent Entity, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultants’ plans (including valuation, health, insur- ance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or indemnities provided on behalf of officers, employees, directors or consultants approved by the Board of Directors of the Company, in each case in the ordinary course of business or consistent with past practice; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Sub- sidiaries; (5) the payment of compensation, reasonable fees and reimbursement of expenses to, and customary indemnities (including under customary insurance policies) and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Company or any Re- stricted Subsidiary (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the entry into and performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of any transaction arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the Issue Date, as these agreements and in- struments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; (7) transactions with customers, clients, suppliers or purchasers or sellers of goods or ser- vices, in each case in the ordinary course of business or consistent with past practice, which are fair to the Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Company or the relevant Restricted Subsidiary, or are on terms no less favor- able than those that could reasonably have been obtained at such time from an unaffiliated party; (8) any transaction between or among the Company or any Restricted Subsidiary and any Af- filiate of the Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Af- filiate, Associate or similar entity; (9) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Company or options, warrants or other rights to acquire such Capital Stock and the granting

 
-72- of registration and other customary rights in connection therewith or any contribution to capital of the Company or any Restricted Subsidiary; (10) (i) payments by the Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring, refinancing, sub- sequent transaction exit fees, advisory fees and related costs and expenses and indemnitees in connection therewith and (ii) customary payments by the Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent Entity) for financial advisory, financ- ing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors in good faith; (11) payment to any Permitted Holder of all reasonable out of pocket expenses Incurred by such Permitted Holder in connection with its direct or indirect investment in the Company and its Subsidi- aries; (12) the Transactions and the payment of all costs and expenses (including all legal, account- ing and other professional fees and expenses) related to the Transactions; (13) transactions in which the Company or any Restricted Subsidiary, as the case may be, de- livers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 3.8(a)(1); (14) the existence of, or the performance by the Company or any Restricted Subsidiary of its obligations under the terms of, any equityholders’ agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Com- pany or any Restricted Subsidiary of its obligations under any future amendment to the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (14) to the extent that the terms of any such amendment or new agreement are not otherwise dis- advantageous to the Holders in any material respects; and (15) (i) investments by Affiliates in securities of the Company or any of its Restricted Subsid- iaries (and payment of reasonable out-of-pocket expenses incurred by such Affiliates in connection there- with) so long as the investment is being offered by the Company or such Restricted Subsidiary generally to other non-affiliated third party investors on the same or more favorable terms and (ii) payments to Affili- ates in respect of securities of the Company or any of its Restricted Subsidiaries contemplated in the fore- going subclause (i) or that were acquired from Persons other than the Company and its Restricted Subsidi- aries, in each case, in accordance with the terms of such securities. SECTION 3.9. Change of Control. (a) If a Change of Control occurs, unless the Company has previously or concurrently delivered a redemption notice with respect to all of the outstanding Notes as set forth under Section 5.7(a) or Section 5.7(d), the Company shall make an offer to purchase all of the Notes pursuant to the offer (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus ac- crued and unpaid interest, if any, to but excluding the date of repurchase, subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will deliver notice of such Change of Control Offer electronically or by first class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information:

 
-73- (1) that a Change of Control Offer is being made pursuant to this Section 3.9, and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Company; (2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”); (3) that any Note not properly tendered will remain outstanding and continue to accrue inter- est; (4) that unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest, on the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided that the Paying Agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Offer, a tele- gram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; (7) that Holders whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or any integral multiple of $1,000 in ex- cess of $2,000; (8) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and (9) the other instructions, as determined by the Company, consistent with this Section 3.9, that a Holder must follow. The Paying Agent will promptly deliver to each Holder of the Notes tendered the Change of Control Pay- ment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. If the Change of Control Payment Date is on or after an interest record date and on or before the related in- terest payment date, any accrued and unpaid interest will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date. (b) On the Change of Control Payment Date, the Company will, to the extent permitted by law, (1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer,

 
-74- (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Pay- ment in respect of all Notes or portions thereof so tendered, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted to- gether with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been ten- dered to and purchased by the Company. (c) The Company will not be required to make a Change of Control Offer following a Change of Control if (x) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compli- ance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (y) a notice of redemption of all outstanding Notes has been given pursuant to Section 5.7 hereof unless and until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. (d) Notwithstanding anything to the contrary in this Section 3.9, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. (e) [Reserved] (f) While the Notes are in global form and the Company makes an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations. (g) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws, rules and regulations thereunder to the extent such laws or regula- tions are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws, rules or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. SECTION 3.10. Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue Date, the Company shall furnish to the Trustee, within 15 days after the time periods specified below: (1) within 90 days after the end of each fiscal year, all financial information (including audit- ed financial statements) that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Com- pany’s independent registered public accounting firm; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-Q, including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and (B) audited financial statements prepared in accordance with GAAP, or any successor or comparable form, filed with the SEC; and (3) promptly after the occurrence of any of the following events, all current reports that would be required to be filed with the SEC on Form 8-K or any successor or comparable form (if the Com- pany had been a reporting company under Section 15(d) of the Exchange Act); provided, that the foregoing shall not obligate the Company to (i) make available any information otherwise required to be included on

 
-75- a Form 8-K regarding the occurrence of any such events if the Company determines in its good faith judg- ment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries taken as a whole or (ii) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K except for (x) material Indebtedness and (y) historical and pro forma financial statements to the extent reasonably available: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions; (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Company’s certifying independent auditor; (G) the appointment or departure of directors or executive officers; (H) non-reliance on previously issued financial statements; and (F) change of control transactions, in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below and subject to exceptions consistent with the presentation of information in the Offering Memorandum; provided, however, that the Company shall not be required (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein, (ii) provide any information that is not otherwise similar to information currently included in the Offering Memorandum or (iii) provide the type of information contemplated by Rule 3-10 of Regulation S-X with respect to separate financial statements for Guarantors or any financial statements for unconsolidated Subsidiaries or 50% or less owned Persons contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions. In addition, notwithstanding the foregoing, the Company shall not be re- quired to (i) comply with Sections 302, 906 and 404 of the Sarbanes-Oxley Act of 2002, as amended, or (ii) other- wise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Company will be deemed to have satisfied its obli- gations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Section 6.1 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, inter- est and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Company shall agree that, for so long as any Notes are outstanding, it shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pur- suant to Rule 144A(d)(4) under the Securities Act. (b) At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the annu- al and quarterly financial information required by the preceding paragraph will include a reasonably detailed presen- tation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

 
-76- (c) Substantially concurrently with the furnishing or making such information available to the Trus- tee pursuant to the immediately preceding paragraph, the Company shall also post copies of such information re- quired by immediately preceding paragraph on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access will be given to the Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Company), and securities analysts and market making financial institutions that are reasonably satisfactory to the Company. (d) The Company shall also hold quarterly conference calls for the Holders of Notes to discuss fi- nancial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Company’s (or as applicable, any of any Parent Entity’s) equity investors and analysts). The conference call will be following the last day of each fiscal quarter of the Company and not later than 10 Busi- ness Days from the time that the Company distributes the financial information as set forth in clause (a) above. No fewer than two days prior to the conference call, the Company shall issue a press release announcing the time and date of such conference call and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in clause (c) above. (e) The Company may satisfy its obligations pursuant to this Section 3.10 with respect to financial information relating to the Company by furnishing financial information relating to a Parent Entity; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to a Parent Entity, on the one hand, and the information relating to the Company and its Re- stricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating infor- mation referred to in the proviso in the preceding sentence need not be audited. (f) Notwithstanding anything to the contrary set forth in this Section 3.10, if the Company or any Parent Entity of the Company has furnished to the Holders of Notes or filed with the SEC the reports described in the preceding paragraphs with respect to the Company or any Parent Entity, the Company shall be deemed to be in compliance with the provisions of this Section 3.10. SECTION 3.11. Future Guarantors. (a) If on or after the Issue Date (1) a Wholly Owned Restricted Domestic Subsidiary (other than an Immaterial Subsidiary) that is not a Guarantor Guarantees the Credit Agreement, or (2) the Company or any of its Restricted Subsidiaries acquires or creates a Wholly Owned Restricted Domestic Subsidiary (other than an Immate- rial Subsidiary) and such Wholly Owned Restricted Domestic Subsidiary Guarantees the Credit Agreement, then, in each case, the Company shall cause such Wholly Owned Restricted Domestic Subsidiary to become a Guarantor and execute and deliver (within five Business Days of guaranteeing the Credit Agreement or becoming a Wholly Owned Restricted Domestic Subsidiary, as the case may be) to the Trustee a supplemental indenture substantially in the form of Exhibit B hereto, pursuant to which such Wholly Owned Restricted Domestic Subsidiary shall uncondition- ally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, interest, in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Company shall not permit any Wholly Owned Restricted Domestic Subsidiary (other than an Immaterial Subsidiary), directly or indirectly, to Guarantee the Credit Agreement unless such Wholly Owned Restricted Domestic Subsidiary (i) is a Guarantor or (ii) within five Business Days executes and delivers to the Trus- tee a supplemental indenture substantially in the form of Exhibit B hereto, pursuant to which such Wholly Owned Restricted Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guaran- tors, the full and prompt payment of the principal of, premium, if any, interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (c) Each Guarantee shall be released in accordance with Article X.

 
-77- SECTION 3.12. Maintenance of Office or Agency. The Company will maintain an office or agency where the Notes may be presented or surrendered for pay- ment, where, if applicable, the Notes may be surrendered for registration of transfer or exchange. The corporate trust office of the Trustee, which initially shall be located at Wilmington Trust, National Association, 246 Goose Lane, Suite 105, Guilford, Connecticut, Attention: Townsquare Media, Inc. Administrator, shall be such office or agency of the Company, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company will give prompt written notice to the Trustee of any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations and surrenders may be made or served at the corporate trust office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations and surrenders. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind any such designa- tion. The Company will give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or agency. SECTION 3.13. Corporate Existence. Except as otherwise provided in this Article III, Article IV and Section 10.2(b), the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership, limited liability company or other existence of each Restricted Subsidiary and the rights (charter and statutory), licenses and franchises of the Company and each Re- stricted Subsidiary; provided, however, that the Company shall not be required to preserve any such right, license or franchise or the corporate, partnership, limited liability company or other existence of any Restricted Subsidiary if the respective Board of Directors or, with respect to a Restricted Subsidiary that is not a Significant Subsidiary (or group of Restricted Subsidiaries that taken together would not be a Significant Subsidiary), senior management of the Company determines that the preservation thereof is no longer desirable in the conduct of the business of the Company and each of its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not, and will not be, disadvantageous in any material respect to the Holders. SECTION 3.14. Payment of Taxes. The Company shall pay or discharge or cause to be paid or dis- charged, before the same shall become delinquent, all material taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of the Company), are being maintained in accordance with GAAP or where the failure to effect such payment will not be disadvantageous to the Holders. SECTION 3.15. [Reserved]. SECTION 3.16. Compliance Certificate. The Company shall deliver to the Trustee within 120 days af- ter the end of each fiscal year of the Company an Officer’s Certificate, one of the signers of which shall be the prin- cipal executive officer, principal financial officer or principal accounting officer of the Company, stating that in the course of the performance by the signer of his or her duties as an Officer of the Company he or she would normally have knowledge of any Default or Event of Default and whether or not the signer knows of any Default or Event of Default that occurred during the previous fiscal year; provided that no such Officer’s Certificate shall be required for any fiscal year ended prior to the Issue Date. If such Officer does have such knowledge, the certificate shall de- scribe the Default or Event of Default, its status and the action the Company is taking or proposes to take with re- spect thereto. SECTION 3.17. Further Instruments and Acts. Upon request of the Trustee or as necessary to comply with future developments or requirements, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Inden- ture.

 
-78- SECTION 3.18. Conduct of Business. The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any businesses other than any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, inci- dental or ancillary thereto or any reasonable extension thereof. SECTION 3.19. Statement by Officers as to Default. The Company shall deliver to the Trustee, as soon as possible and in any event within 30 days after the Company becomes aware of the occurrence of any Default or Event of Default, an Officer’s Certificate setting forth the details of such Event of Default or Default, its status and the actions which the Company is taking or proposes to take with respect thereto. SECTION 3.20. Designation of Restricted and Unrestricted Subsidiaries. The Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Re- stricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments as described in Section 3.3 herein or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesig- nation would not cause a Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee an Officer’s Certificate certifying that such designation complies with the preced- ing conditions and was permitted by Section 3.3 herein. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidi- ary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Re- stricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date by Section 3.2 herein, the Company will be in default of such covenant. The Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Sub- sidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 herein, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Company shall be evidenced to the Trustee by filing with the Trustee an Officer’s Certificate certifying that such designation complies with the preceding conditions. SECTION 3.21. Suspension of Certain Covenants on Achievement of Investment Grade Status. Fol- lowing the first day the Notes have achieved Investment Grade Status and no Default or Event of Default has oc- curred and is continuing under this Indenture, the beginning on that day and ending on a Reversion Date (such peri- od a “Suspension Period”), the Company and its Restricted Subsidiaries will not be subject to Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8 and 4.1(a)(3). On each Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified as hav- ing been Incurred pursuant to Section 3.2(a) or one of the clauses of Section 3.2(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to the Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Sections 3.2(a) or (b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 3.2(b)(5)(iii). Calcula- tions made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.3 will be made as though Section 3.3 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 3.3(a). As described above, however, no Default, Event of Default or breach of any kind shall be deemed to have occurred as a result of the Reversion Date occurring on the basis of any actions taken or the continuance of any circumstances resulting from actions taken or the performance of obligations under

 
-79- agreements entered into by the Company or any of the Restricted Subsidiaries during the Suspension Period (other than agreements to take actions after the Reversion Date that would not be permitted outside of the Suspension Peri- od entered into in contemplation of the Reversion Date). During the Suspension Period, no Restricted Subsidiary may be designated as an Unrestricted Subsidiary. The Company, in an Officer’s Certificate, shall provide the Trustee notice of any Covenant Suspension or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if such events have occurred or (ii) make any determination regarding the impact of actions taken during the Suspension Period on the Company’s future compliance with its covenants. In addition, the Trustee shall have no duty to monitor the ratings of the Notes, shall not be deemed to have any knowledge of the ratings of the Notes and shall have no duty to notify Holders if the Notes achieve Investment Grade Status or if the Reversion Date occurs. SECTION 3.22. Limitation on Activities of License Subsidiaries. So long as a License Subsidiary does not Guarantee the Notes, such License Subsidiary shall not (i) incur any Indebtedness or (ii) create, incur, assume or suffer to exist any Liens upon any of its property, assets, income or profits, whether now owned or hereafter ac- quired, except Permitted Liens. ARTICLE IV SUCCESSOR COMPANY; SUCCESSOR PERSON SECTION 4.1. Merger and Consolidation. (a) The Company will not consolidate with or merge or amalgamate with or into or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the Company) will expressly assume, by supple- mental indenture, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this Indenture and if such Successor Company is not a corporation, a co-obligor of the Notes is a cor- poration organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Leverage Ratio would not be greater than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, amalgamation or transfer and such supple- mental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect that such sup- plemental indenture (if any) have been duly authorized, executed and delivered and are a legal, valid and binding agreement enforceable against the applicable Successor Company; provided that in giving an Opin- ion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satis- faction of clauses (2) and (3) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other dispo- sition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which prop-

 
-80- erties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantial- ly all of the properties and assets of the Company. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes and this Indenture. (d) Notwithstanding the preceding clauses (a)(2), (a)(3) and (a)(4) (which do not apply to transac- tions referred to in this sentence), (i) any Restricted Subsidiary of the Company may consolidate or otherwise com- bine with, merge or amalgamate into or transfer all or part of its properties and assets to the Company and (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge or amalgamate into or transfer all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or other- wise combine with or merge or amalgamate into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the cre- ation of a new Subsidiary as a Restricted Subsidiary of the Company. (f) No Guarantor may: (1) consolidate with or merge or amalgamate with or into any Person; or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to, any Person; or (3) permit any Person to merge or amalgamate with or into such Guarantor, unless (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (ii) (A) either (x) the Company or a Guarantor is the continuing Person or (y) the re- sulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee and this Indenture; and (B) immediately after giving effect to the transaction, no Default has occurred and is continuing; or (iii) The transaction constitutes a sale or other disposition (including by way of consoli- dation, merger or amalgamation) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by this Indenture. ARTICLE V REDEMPTION OF SECURITIES SECTION 5.1. Notices to Trustee. If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 5.7 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officer’s Certificate setting forth: (1) the clause of this Indenture pursuant to which the redemption shall occur;

 
-81- (2) the redemption date; (3) the principal amount of Notes to be redeemed; and (4) the redemption price. Any optional redemption referenced in such Officer’s Certificate may be cancelled by the Company at any time prior to notice of redemption being sent to any Holder and thereafter shall be null and void. SECTION 5.2. Selection of Notes to Be Redeemed or Purchased. If less than all of the Notes are to be redeemed pursuant to Section 5.7 or purchased in an Asset Disposition Offer pursuant to Section 3.5 or a redemption pursuant to Section 5.9, the Trustee will select Notes for redemption or purchase (a) if the Notes are in global form, on a pro rata basis or by lot or such similar method in accordance with the procedures of DTC and (b) if the Notes are in definitive form, on a pro rata basis (subject to adjustments to maintain the authorized Notes denomination requirements) except: (1) if the Notes are listed on any national securities exchange, in compliance with the re- quirements of the principal national securities exchange on which the Notes are listed; or (2) if otherwise required by law. No Notes in an unauthorized denomination or of $2,000 in aggregate principal amount or less shall be re- deemed in part. In the event of partial redemption, the particular Notes to be redeemed or purchased will be select- ed, unless otherwise provided herein, not less than 30 days nor more than 60 days prior to the redemption or pur- chase date by the Trustee from the outstanding Notes not previously called for redemption or purchase. The Trustee will promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000; ex- cept that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preced- ing sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to por- tions of Notes called for redemption or purchase. SECTION 5.3. Notice of Redemption. At least 30 days but not more than 60 days before a redemp- tion date, the Company will send or cause to be sent, by electronic delivery or by first class mail postage prepaid, a notice of redemption to each Holder whose Notes are to be redeemed at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles VIII or XI hereof. The notice will identify the Notes (including the CUSIP or ISIN number) to be redeemed and will state: (1) the redemption date; (2) the redemption price; (3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in prin- cipal amount equal to the unredeemed portion will be issued upon cancellation of the original Note; (4) the name and address of the Paying Agent; (5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

 
-82- (6) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; (7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and (8) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. At Company’s request, the Trustee will give the notice of redemption in the Company’s name and at its ex- pense; provided, however, that the Company has delivered to the Trustee, at least 45 days prior to the redemption date (or such shorter period as the Trustee may agree but in no event less than 30 days), an Officer’s Certificate re- questing that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. Notice of any redemption of the Notes in connection with a corporate transaction (including but not limited to an Equity Offering, an incurrence of Indebtedness or a Change of Control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be sub- ject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent such notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the redemption date may be de- layed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. SECTION 5.4. [Reserved] SECTION 5.5. Deposit of Redemption or Purchase Price. Prior to 11:00 a.m. Eastern Time on the re- demption or purchase date, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest on, all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest, on, all Notes to be redeemed or purchased. If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 3.1 hereof. SECTION 5.6. Notes Redeemed or Purchased in Part. Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of an Issuer Order, the Trustee will authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased por- tion of the Note surrendered; provided, that each such new Note will be in a minimum principal amount of $2,000 or integral multiple of $1,000 in excess thereof.

 
-83- SECTION 5.7. Optional Redemption. (a) At any time prior to April 1, 2018, the Company may redeem the Notes in whole or in part, at its option, upon not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as percentages of principal amount of the Notes to be redeemed) equal to 100.000% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interest, to but excluding the date of redemption (the “Redemption Date”), subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to April 1, 2018, the Company may, at its option, on one or more occasions, upon not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price (expressed as percentages of principal amount of the Notes to be redeemed) equal to 106.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, to but excluding the applicable Redemption Date, subject to the right of Holders of rec- ord of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 60% of the original aggregate principal amount of Notes initially issued under the Indenture remains outstand- ing immediately after the occurrence of each such redemption (excluding Notes held by the Company or any of its Restricted Subsidiaries); provided further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.7, the Notes will not be redeemable at the Company’s option prior to April 1, 2018. (d) At any time and from time to time on or after April 1, 2018, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (ex- pressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on April 1 of each of the years indicated in the table below: Period Percentage 2018 ................................................................................................ 104.875% 2019 ................................................................................................ 103.250% 2020 ................................................................................................ 101.625% 2021 and thereafter ......................................................................... 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have the right upon not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appear- ing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but not including, the date of such redemption. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to ac- crue on the Notes or portions thereof called for redemption on the applicable Redemption Date.

 
-84- (g) Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of Sec- tions 5.1 through 5.6. SECTION 5.8. Mandatory Redemption. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes; provided however, that under certain circumstances, the Com- pany may be required to offer to purchase Notes under Section 3.5 and Section 3.9. The Company may at any time and from time to time purchase Notes in the open market or otherwise. ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.1. Events of Default. (a) Each of the following is an “Event of Default”: (1) default in any payment of interest on any Note when due and payable, continued for 30 days; (2) default in the payment of the principal amount of or premium, if any, on any Note issued under this Indenture when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; (3) failure to comply with the Company’s agreements or obligations contained in this Indenture for 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of at least 30% in principal amount of the outstanding Notes; (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Restricted Subsidiaries), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after the date hereof, which default: (A) is caused by a failure to pay principal of such Indebtedness, at its stated final maturity (after giving effect to any applicable grace periods provided in such In- debtedness); or (B) results in the acceleration of such Indebtedness prior to its stated final maturity; and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates to $30.0 million or more; (5) failure by the Company or any Significant Subsidiary (or group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of the Compa- ny and its Restricted Subsidiaries) would constitute a Significant Subsidiary), to pay final judg- ments aggregating in excess of $30.0 million other than any judgments covered by indemnities provided by, or insurance policies issued by, reputable and creditworthy issuers, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

 
-85- (6) any Note Guarantee ceases to be in full force and effect, other than (x) in ac- cordance with the terms of this Indenture, (y) a Guarantor denies or disaffirms its obligations un- der its Note Guarantee, other than in accordance with the terms of this Indenture or upon release of such Note Guarantee in accordance with this Indenture or (z) in connection with the bankruptcy of a Guarantor, so long as the aggregate assets of such Guarantor and any other Guarantor whose Note Guarantee ceased or ceases to be in full force as a result of a bankruptcy as less than $2.0 million; (7) the Company or any Guarantor that is Significant Subsidiary or any group of Guarantors that together (as of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case or proceeding; (B) consents to the entry of an order for relief against it in an involuntary case or proceeding; (C) consents to the appointment of a Custodian of it or for substantially all of its property; (D) makes a general assignment for the benefit of its creditors; (E) consents to or acquiesces in the institution of a bankruptcy or an insol- vency proceeding against it; or (F) takes any comparable action under any foreign laws relating to insol- vency; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together as of the latest audited consol- idated financial statements for the Company, would constitute a Significant Subsidiary, in an involuntary case; (B) appoints a Custodian of the Company, any Guarantor that is a Signifi- cant Subsidiary or any group of Guarantors that, taken together as of the latest audited consolidated financial statements for the Company, would constitute a Significant Sub- sidiary, for substantially all of its property; (C) orders the winding up or liquidation of the Company, any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together as of the latest audited consolidated financial statements for the Company, would constitute a Sig- nificant Subsidiary; or (D) or any similar relief is granted under any foreign laws and the order, decree or relief remains unstayed and in effect for 60 consecutive days. (b) If a Default for a failure to report or failure to deliver a required certificate in connection with an- other default (the “Initial Default”) occurs, then at the time such Initial Default is cured, such Default for a failure to report or failure to deliver a required certificate in connection with another default that resulted solely because of that Initial Default shall also be cured without any further action.

 
-86- (c) Any Default or Event of Default for the failure to comply with the time periods prescribed in Sec- tion 3.10 hereof or otherwise to deliver any notice or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon the delivery of any such report required by such provision or such notice or certif- icate, as applicable, even though such delivery is not within the prescribed period specified in this Indenture. SECTION 6.2. Acceleration. If any Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1(a)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall (subject to the Trustee’s rights under Section 6.5), declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes to be immediately due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest, will be due and payable immediately. In the event of any Event of Default specified in clause (4) of Section 6.1(a), such Event of Default and all consequences thereof shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose: (1) (x) the Indebtedness that gave rise to such Event of Default shall have been dis- charged in full; or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (z) if the default that is the basis for such Event of Default has been cured; and (2) (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; and (b) all existing Events of Default, except nonpayment of principal, premium or interest, on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If an Event of Default described in clause (7) or (8) of Section 6.1(a) occurs and is continuing, the principal of, premium and accrued and unpaid interest, on all Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. SECTION 6.3. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pur- sue any available remedy by proceeding at law or in equity to collect the payment of principal of, or premium, if any, or interest, on the Notes or to enforce the performance of any provision of the Notes or this Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. SECTION 6.4. Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or ex- change offer for, Notes), an existing Default or Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, interest that has be- come due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by

 
-87- such declaration of acceleration, has been paid, (4) the Company has paid the Trustee its compensation and reim- bursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiv- er of an Event of Default of the type described in clause (4) of Section 6.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right. SECTION 6.5. Control by Majority. The Holders of a majority in principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direc- tion that conflicts with law or this Indenture or the Notes or, subject to Sections 7.1 and 7.2, that the Trustee deter- mines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provid- ed, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification satisfacto- ry to it against all fees, losses and expenses (including attorney’s fees and expenses) caused by taking or not taking such action. SECTION 6.6. Limitation on Suits. Subject to Section 6.7, a Holder may not pursue any remedy with respect to this Indenture or the Notes unless: (1) such Holder has previously given the Trustee written notice that an Event of Default is continuing; (2) Holders of at least 30% in principal amount of the outstanding Notes have requested in writing the Trustee to pursue the remedy; (3) such Holders have offered in writing the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense; (4) the Trustee has not complied with such request within 60 days after the receipt of the written request and the offer of security or indemnity; and (5) Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a written direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period. A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders). SECTION 6.7. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture (including, without limitation, Section 6.6), the right of any Holder to receive payment of principal of, premium, if any, or interest, on the Notes held by such Holder, on or after the respective due dates expressed or pro- vided for in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. SECTION 6.8. Collection Suit by Trustee. If an Event of Default specified in clauses (1) or (2) of Section 6.1(a) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an ex- press trust against the Company for the whole amount then due and owing (together with interest on any unpaid in- terest to the extent lawful) and the amounts provided for in Section 7.7. SECTION 6.9. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and oth- er papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel)

 
-88- and the Holders allowed in any judicial proceedings relative to the Company, its Subsidiaries or its or their respec- tive creditors or properties and, unless prohibited by law or applicable regulations, may be entitled and empowered to participate as a member of any official committee of creditors appointed in such matter and may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodi- an in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.7. No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. SECTION 6.10. Priorities. (a) If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order: FIRST: to the Trustee for amounts due to it under Section 7.7; SECOND: to Holders for amounts due and unpaid on the Notes for principal of, or premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and pay- able on the Notes for principal of, or premium, if any, and interest, respectively; and THIRD: to the Company, or to the extent the Trustee collects any amount for any Guarantor, to such Guarantor. (b) The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. At least 15 days before such record date, the Company shall send or cause to be sent to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid. SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discre- tion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party liti- gant. This Section 6.11 does not apply to a suit by the Trustee, a suit by the Company, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in outstanding principal amount of the Notes. ARTICLE VII TRUSTEE SECTION 7.1. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

 
-89- (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. However, in the case of any such certificates or opinions which by any provisions hereof are specifical- ly required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to de- termine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Of- ficer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) No provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or there- under or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that re- payment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to para- graphs (a), (b) and (c) of this Section 7.1. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.1. SECTION 7.2. Rights of Trustee. Subject to Section 7.1: (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stat- ed in the document. The Trustee shall receive and retain financial reports and statements of the Company as provid- ed herein, but shall have no duty to review or analyze such reports or statements to determine compliance with cov- enants or other obligations of the Company. (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts and powers hereunder or perform any duties hereunder either directly by or through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care by it hereunder.

 
-90- (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it be- lieves to be authorized or within its rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel relat- ing to this Indenture or the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder or under the Notes in good faith and in accordance with the advice or opinion of such counsel. (f) The Trustee shall not be deemed to have notice of any Default or Event of Default or whether any entity or group of entities constitutes a Significant Subsidiary unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or of any such Significant Subsidiary is received by the Trustee at the corporate trust office of the Trustee specified in Section 3.12, and such notice references the Notes and this Indenture. (g) The rights, privileges, protections, immunities and benefits given to the Trustee, including, with- out limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its ca- pacities hereunder, and to each agent, custodian and other Person employed to act hereunder. (h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Notes at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby. (i) The Trustee shall not be deemed to have knowledge of any fact or matter unless such fact or mat- ter is known to a Trust Officer of the Trustee. (j) Whenever in the administration of this Indenture or the Notes the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder or thereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of negligence or willful mis- conduct on its part, conclusively rely upon an Officer’s Certificate. (k) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, report, notice, request, direction, consent, order, bond, debenture, cou- pon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or inves- tigation, it shall be entitled to examine, during business hours and upon reasonable notice, the books, records and premises of the Company and the Restricted Subsidiaries, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (m) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Inden- ture or the Notes. (n) In no event shall the Trustee be liable to any Person for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee has been advised of the likelihood of such loss or damage. (o) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by one Officer of the Company. SECTION 7.3. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company, Guarantors or their Affiliates

 
-91- with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. In addi- tion, the Trustee shall be permitted to engage in transactions with the Company; provided, however, that if the Trus- tee acquires any conflicting interest, the Trustee must (i) eliminate such conflict within 90 days of acquiring such conflicting interest, (ii) apply to the SEC for permission to continue acting as Trustee or (iii) resign. SECTION 7.4. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no represen- tation as to the validity or adequacy of this Indenture or the Notes, shall not be accountable for the Company’s use of the proceeds from the sale of the Notes, shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee or any money paid to the Company pursuant to the terms of this Inden- ture and shall not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication. SECTION 7.5. Notice of Defaults. If a Default or Event of Default occurs and is continuing and if a Trust Officer has actual knowledge thereof, the Trustee shall send electronically or by first class mail to each Holder at the address set forth in the Notes Register notice of the Default or Event of Default within 60 days after it is actu- ally known to a Trust Officer. Except in the case of a Default or Event of Default in payment of principal of, or premium, if any, or interest on any Note (including payments pursuant to the optional redemption or required repur- chase provisions of such Note), the Trustee may withhold the notice if and so long it in good faith determines that withholding the notice is in the interests of Holders. SECTION 7.6. [Reserved]. SECTION 7.7. Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services hereunder and under the Notes as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including, but not limited to, costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and mailing of notices to Holders. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the agents, counsel, accountants and experts of the Trustee. The Company shall indemnify the Trustee against any and all loss, liability, damages, claims or expense, including taxes (other than taxes based upon the income of the Trustee) (including reasonable attorneys’ and agents’ fees and expenses) incurred by it without willful misconduct or gross negligence, as determined by a final nonap- pealable order of a court of competent jurisdiction, on its part in connection with the administration of this trust and the performance of its duties hereunder and under the Notes, including the costs and expenses of enforcing this In- denture (including this Section 7.7) and the Notes and of defending itself against any claims (whether asserted by any Holder, the Company or otherwise). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity of which it has received written notice. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel; provided that the Company shall not be required to pay the fees and expenses of such separate counsel if it assumes the Trustee’s defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Company and the Trustee in connection with such defense. To secure the Company’s payment obligations in this Section 7.7, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such lien shall survive the satisfaction and discharge of this Indenture. The Trustee’s respective right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Company. The Company’s payment obligations pursuant to this Section 7.7 shall survive the discharge of this Inden- ture and any resignation or removal of the Trustee under Section 7.8. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs fees, expenses or renders services after the occurrence of a Default specified in clause (7) or clause (8) of Section 6.1(a), the expenses (including the reasonable fees and expenses of its counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

 
-92- SECTION 7.8. Replacement of Trustee. The Trustee may resign at any time by so notifying the Company in writing not less than 30 days prior to the effective date of such resignation. The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Company’s written consent, which consent will not be unreasonably withheld. The Company shall remove the Trustee if: (1) the Trustee fails to comply with Section 7.10 hereof; (2) the Trustee is adjudged bankrupt or insolvent; (3) a receiver or other public officer takes charge of the Trustee or its property; or (4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Company or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Company, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10% in principal amount of the Notes may petition, at the Company’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in TIA Section 310(b), any Holder, who has been a bona fide holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liabil- ity for any action or inaction of any successor Trustee. SECTION 7.9. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts in- to, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking associa- tion, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee. In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the suc- cessor to the Trustee; provided that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall only apply to its successor or successors by merger, consolidation or conversion. SECTION 7.10. Eligibility; Disqualification. This Indenture shall always have a Trustee. The Trustee shall have a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition. SECTION 7.11. [Reserved].

 
-93- SECTION 7.12. Trustee’s Application for Instruction from the Company. Any application by the Trus- tee for written instructions from the Company may, at the option of the Trustee, set forth in writing any action pro- posed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such applica- tion (which date shall not be less than three Business Days after the date any Officer of the Company actually re- ceives such application, unless any such Officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written in- structions in response to such application specifying the action to be taken or omitted. ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE SECTION 8.1. Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance. The Com- pany may, at its option and at any time, elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII. SECTION 8.2. Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Company and each of the Guarantors will, subject to the satis- faction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Guarantees) on the date the conditions set forth below are satis- fied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guar- antors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all of their other obligations under such Notes, the Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowl- edging the same) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of Notes issued under this Indenture to receive payments in respect of the principal of, premium, if any, and interest, on the Notes when such payments are due solely out of the trust referred to in Section 8.4 hereof; (2) the Company’s obligations with respect to the Notes under Article II concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and Section 3.12 hereof concerning the maintenance of an office or agency for payment and money for security payments held in trust; (3) the rights, powers, trusts, duties and immunities of the Trustee and the Company’ or Guarantors’ obligations in connection therewith; and (4) this Article VIII with respect to provisions relating to Legal Defeasance. SECTION 8.3. Covenant Defeasance. Upon the Company’ exercise under Section 8.1 hereof of the option applicable to this Section 8.3, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be released from each of their obligations under the covenants contained in Section 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.16, 3.19, 3.21 and Section 4.1 (except Section 4.1(a)(1) and (a)(2)) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Guaran- tees, the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference

 
-94- elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes and Guarantees will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, Sec- tions 6.1(a)(3) (other than with respect to Section 4.1(a)(1) and (a)(2)), 6.1(a)(4), 6.1(a)(5), 6.1(a)(6), 6.1(a)(7) (with respect only to a Guarantor that is a Significant Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary), and 6.1(a)(8) (with respect only to a Guarantor that is a Significant Subsidiaries or any group of Guarantors that taken together would constitute a Significant Subsidiary) hereof shall not constitute Events of Default. SECTION 8.4. Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defea- sance or Covenant Defeasance under either Section 8.2 or 8.3 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any, interest, due on the Notes issued under this Indenture on the stated maturity date or on the applicable redemption date, as the case may be, and the Company must specify whether such Notes are being defeased to maturity or to a particular redemption date; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions; (A) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (B) since the issuance of such Notes, there has been a change in the applicable U.S. federal income tax law; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall con- firm that, subject to customary assumptions and exclusions, the Holders, in their capacity as Holders of the Notes; will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Le- gal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions, the Holders, in their capacity as Holders of the Notes, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be ap- plied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (6) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Sections 547 and 548 of Title 11 of the United States

 
-95- Code, as amended, or any applicable bankruptcy, insolvency, reorganization or similar laws affecting credi- tors’ rights generally under any applicable U.S. federal or state law; (7) the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying, defrauding or pre- ferring any creditors of the Company or any Guarantor or others; and (8) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. SECTION 8.5. Deposited Money and U.S. Government Obligations to be Held in Trust; Other Mis- cellaneous Provisions. Subject to Section 8.6 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Sec- tion 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may deter- mine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or as- sessed against the cash or U.S. Government Obligations deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything in this Article VIII to the contrary, the Trustee will deliver or pay to the Compa- ny from time to time upon the request of the Company any money or U.S. Government Obligations held by it as provided in Section 8.4 hereof which, in the opinion of a nationally recognized firm of independent public account- ants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. SECTION 8.6. Repayment to the Company. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or interest on, any Note and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on their written request unless an abandoned property law designates another Person or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be per- mitted to look only to the Company for payment thereof unless an abandoned property law designates another Per- son, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publica- tion, any unclaimed balance of such money then remaining will be repaid to the Company. SECTION 8.7. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. dollars or U.S. Government Obligations in accordance with Section 8.2 or 8.3 hereof, as the case may be, by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantors’ obligations under this Indenture and the Notes and the Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.2 or 8.3 hereof, as the case may be; provided, however, that, if the Company make any payment of principal of, pre- mium, or interest on, any Note following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.

 
-96- ARTICLE IX AMENDMENTS SECTION 9.1. Without Consent of Holders. Notwithstanding Section 9.2 of this Indenture, the Com- pany, any Guarantor (with respect to its Guarantee or this Indenture) and the Trustee may amend, supplement or modify this Indenture, any Guarantee and the Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect, error or inconsistency, conform any provision to any provision under the heading “Description of the Notes” in the Offering Memorandum or reduce the minimum denomination of the Notes; (2) to provide for the assumption by a successor Person of the obligations of the Company under any Note Document; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (4) to add to the covenants or provide for a Note Guarantee for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Restricted Subsidiary; (5) to make any change that does not adversely affect the rights of any Holder in any material respect; (6) at the Company’s election, comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA, if such qualification is required; (7) make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Notes; (8) provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 3.2, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with re- spect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (9) evidence and provide for the acceptance and appointment under this Indenture of a suc- cessor Trustee pursuant to the requirements hereof or to provide for the accession by the Trustee to any Note Document; or (10) make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (ii) such amendment does not adversely affect the rights of Holders to transfer Notes in any material respect. Subject to Section 9.2, upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.4 hereof, the Trustee will join with the Company and the Guarantors in the execu- tion of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trus- tee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. After an amendment or supplement under this Section 9.1 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section 9.1.

 
-97- SECTION 9.2. With Consent of Holders. Except as provided below in this Section 9.2, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes issued here- under with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then out- standing and issued under this Indenture, including, without limitation, consents obtained in connection with a pur- chase of, or tender offer or exchange offer for, Notes, and, subject to Sections 6.4 and 6.7 hereof, any existing De- fault or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Sec- tion 2.12 hereof and Section 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the ex- ecution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence of the con- sent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.4 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, lia- bilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amend- ment; (2) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provi- sions relating to Section 3.5 and Section 3.9); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7; (5) make any such Note payable in currency other than that stated in such Note; (6) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such pay- ment on or with respect to such Holder’s Notes; (7) waive a Default or Event of Default with respect to the nonpayment of principal, premi- um or interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a ma- jority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); (8) release any Guarantor from any of its obligations under its Note Guarantee or this Inden- ture, except in accordance with the terms of this Indenture; or (9) make any change in the amendment or waiver provisions which require the Holders’ con- sent described in this Section 9.2. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance

 
-98- thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes will not be rendered invalid by such tender or ex- change. After an amendment or supplement under this Section 9.2 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement. SECTION 9.3. Compliance with this Indenture. Every amendment or supplement to this Indenture, any Guarantee and the Notes will be set forth in an amended or supplemental indenture that complies with this In- denture as then in effect. SECTION 9.4. Revocation and Effect of Consents and Waivers. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent or waiver as to such Holder’s Note or portion of its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effec- tive. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds eve- ry Holder. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Hold- ers entitled to give their consent or take any other action described above or required or permitted to be taken pursu- ant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date. SECTION 9.5. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Issuer Order, authenticate new Notes that reflect the amendment, supplement or waiver. Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver. SECTION 9.6. Trustee to Sign Amendments. The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amended or supplemental indenture until the Board of Directors of the Company approves it. In executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Sections 7.1 and 7.2 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 12.2 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and is valid, binding and enforceable against the Company in accordance with its terms. ARTICLE X GUARANTEE SECTION 10.1. Guarantee. Subject to the provisions of this Article X, each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Notes, and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations and liabilities of the Company under this Indenture (including without limitation in-

 
-99- terest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under Section 7.7), (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Guarantees will rank senior in right of payment to such other Indebtedness. To evidence its Guarantee set forth in this Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authen- ticates the Note, the Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be ex- tended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of payment from and protest to the issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this In- denture, the Notes or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a dis- charge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, inter- est on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bank- ruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guaranteed Obli- gations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise,

 
-100- each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the un- paid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guar- anteed Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like pro- ceeding relating to the Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition prevent- ing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and ex- penses) incurred by the Trustee or the Holders in enforcing any rights under this Section. SECTION 10.2. Limitation on Liability; Termination, Release and Discharge. (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise be- ing void or voidable under any similar laws affecting the rights of creditors generally. (b) Any Note Guarantee of a Guarantor shall be automatically and unconditionally released and dis- charged upon: (1) a sale or other disposition (including by way of consolidation, merger or amalgamation) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Company or a Restricted Subsidiary and as otherwise permitted by this Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes pursuant to Article VIII or Article XI; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the opera- tion of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause; (5) such Guarantor being released from all of (i) its obligations under all of its Guarantees of payment by the Company of any Indebtedness of the Company under the Credit Agreement or (ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Company or a Guarantor pursuant to the Section 3.7 hereof, the relevant Indebt- edness, except in the case of (i) or (ii), a release as a result of the repayment in full of the Indebtedness specified in clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness of such Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated); or

 
-101- (6) upon the achievement of Investment Grade Status by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date. SECTION 10.3. Right of Contribution. Each Guarantor hereby agrees that to the extent that any Guar- antor shall have paid more than its proportionate share of any payment made on the obligations under the Guaran- tees, such Guarantor shall be entitled to seek and receive contribution from and against the Company or any other Guarantor who has not paid its proportionate share of such payment. The provisions of this Section 10.3 shall in no respect limit the obligations and liabilities of each Guarantor to the Trustee and the Holders and each Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by such Guarantor hereunder. SECTION 10.4. No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guaranteed Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subroga- tion rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Guaranteed Obli- gations. ARTICLE XI SATISFACTION AND DISCHARGE SECTION 11.1. Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (a) either: (1) all Notes that have been authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (2) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of a notice of redemption or otherwise or (ii) will become due and payable within one year at their Stated Maturity or (iii) are to be called for redemption within one year un- der arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, in the name, and at the expense of the Company; (b) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and dis- charge the entire Indebtedness on such Notes not previously delivered to the Trustee for cancellation, for principal, premium, if any, and interest to the date of deposit (in the case of Notes that have become due and payable), or to the Stated Maturity or redemption date, as the case may be; (c) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

 
-102- (d) the Company or any Guarantor has paid or caused to be paid all sums payable by the Company under this Indenture; and (e) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of such Notes issued hereunder at maturity or the redemption date, as the case may be. In addition, the Company shall deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to clause (a)(2) of this Section 11.1, the provisions of Sections 11.2 and 8.6 hereof will survive. SECTION 11.2. Application of Trust Money. Subject to the provisions of Section 8.6 hereof, all mon- ey or U.S. Government Obligations deposited with the Trustee pursuant to Section 11.1 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may deter- mine, to the Persons entitled thereto, of the principal (and premium) and interest for whose payment such money or U.S. Government Obligations has been deposited with the Trustee; but such money or U.S. Government Obligations need not be segregated from other funds except to the extent required by law. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accord- ance with Section 11.1 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.1 hereof; provided that if the Company has made any payment of principal of, pre- mium or interest on, any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. ARTICLE XII MISCELLANEOUS SECTION 12.1. Notices. Any notice, request, direction, consent or communication made pursuant to the provisions of this Indenture or the Notes shall be in writing and delivered in person, sent by facsimile, sent by electronic mail in pdf format, delivered by commercial courier service or mailed by first-class mail, postage prepaid, addressed as follows: if to the Company or to any Guarantor: Townsquare Media, Inc. 240 Greenwich Avenue Greenwich, CT 06830 Attention: Chief Financial Officer Facsimile: (203) 861-0900 with a copy to: Kirkland & Ellis LLP 601 Lexington Ave New York, New York 10022 Attention: Joshua Korff, Esq. Facsimile: (212) 446-4900

 
-103- if to the Trustee, at its corporate trust office, which corporate trust office for purposes of this Indenture is at the date hereof located at: Wilmington Trust, National Association 246 Goose Lane, Suite 105 Guilford, Connecticut 06437-2186 Attention: Townsquare Media, Inc. Administrator Telecopy: 203-453-1183 The Company or the Trustee by written notice to the other may designate additional or different addresses for subsequent notices or communications. Any notice or communication to the Company or the Guarantors shall be deemed to have been given or made as of the date so delivered if personally delivered or if delivered electronically, in pdf format; when receipt is acknowledged, if telecopied; and seven calendar days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee). Any notice or communication to the Trustee shall be deemed delivered upon receipt. Any notice or communication sent to a Holder shall be mailed to the Holder at the Holder’s address as it appears in the Notes Register and shall be sufficiently given if so sent within the time prescribed. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is sent in the manner provided above, it is duly given, wheth- er or not the addressee receives it, except that notices to the Trustee shall be effective only upon receipt. Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note pro- vides for notice of any event (including any notice of redemption or purchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to DTC (or its designee) pursuant to the stand- ing instructions from DTC or its designee. SECTION 12.2. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any of the Guarantors to the Trustee to take or refrain from taking any action under this Inden- ture, the Company or such Guarantor, as the case may be, shall furnish to the Trustee: (1) an Officer’s Certificate in form satisfactory to the Trustee (which shall include the state- ments set forth in Section 12.3 hereof) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been satisfied; and (2) an Opinion of Counsel in form satisfactory to the Trustee (which shall include the state- ments set forth in Section 12.3 hereof) stating that, in the opinion of such counsel, all such conditions prec- edent have been satisfied and all covenants have been complied with. SECTION 12.3. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture: (1) a statement that the individual making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such individual, he has made such examination or in- vestigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

 
-104- (4) a statement as to whether or not, in the opinion of such individual, such covenant or con- dition has been complied with. In giving such Opinion of Counsel, counsel may rely as to factual matters on an Officer’s Certificate or on certificates of public officials. SECTION 12.4. When Notes Disregarded. In determining whether the Holders of the required aggre- gate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, any Guarantor or any Affiliate of them shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Also, subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination. SECTION 12.5. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by, or at meetings of, Holders. The Registrar and the Paying Agent may make reasonable rules for their functions. SECTION 12.6. Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday or other day on which commercial banking institutions are authorized or required to be closed in New York, New York or the state of the place of payment. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holi- day, the record date shall not be affected. SECTION 12.7. Governing Law. THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 12.8. Jurisdiction. The Company and the Guarantors agree that any suit, action or proceed- ing against the Company or any Guarantor brought by any Holder or the Trustee arising out of or based upon this Indenture, the Guarantee or the Notes may be instituted in any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company and the Guarantors irrevo- cably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture, the Guarantee or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an in- convenient forum. The Company and the Guarantors agree that final judgment in any such suit, action or proceed- ing brought in such court shall be conclusive and binding upon the Company or the Guarantors, as the case may be, and may be enforced in any court to the jurisdiction of which the Company or the Guarantors, as the case may be, are subject by a suit upon such judgment. SECTION 12.9. Waivers of Jury Trial. EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE GUARANTEES AND FOR ANY COUNTERCLAIM THEREIN. SECTION 12.10. USA PATRIOT Act. The parties hereto acknowledge that in accordance with Sec- tion 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order to satisfy the requirements of the USA PATRIOT Act.

 
-105- SECTION 12.11. No Recourse Against Others. No director, officer, employee, incorporator or share- holder of the Company or any of its Subsidiaries or Affiliates, or such (other than the Company and the Guarantors), shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issu- ance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. SECTION 12.12. Successors. All agreements of the Company and each Guarantor in this Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its suc- cessors. SECTION 12.13. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of cop- ies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. SECTION 12.14. Table of Contents; Headings. The table of contents, cross-reference table and head- ings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not in- tended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. SECTION 12.15. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces be- yond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utili- ties, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable best efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. SECTION 12.16. Severability. In case any provision in this Indenture or in the Notes shall be invalid, il- legal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. [Signature on following pages]

 
[Signature Page to the Indenture] IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed all as of the date and year first written above. TOWNSQUARE MEDIA, INC. By: /s/ Stuart Rosenstein Name: Stuart Rosenstein Title: Executive Vice President and Chief Financial Officer ON BEHALF OF EACH OF THE GUARANTORS LISTED ON SCHEDULE I HERETO By: /s/ Stuart Rosenstein Name: Stuart Rosenstein Title: Executive Vice President and Chief Financial Officer

 
[Signature Page to the Indenture] WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: /s/ Joseph P. O’Donnell Name: Joseph P. O’Donnell Title: Vice President

 
SCHEDULE I Guarantors 1. Bryton Acquisition Company, LLC, a Delaware limited liability company 2. GAP Broadcasting Burlington License, LLC, a Delaware limited liability company 3. GAP Broadcasting Burlington, LLC, a Delaware limited liability company 4. GAP Broadcasting Midland-Odessa License, LLC, a Delaware limited liability company 5. GAP Broadcasting Midland-Odessa, LLC, a Delaware limited liability company 6. Lyla Acquisition Company, LLC, a Delaware limited liability company (f/k/a Peak II Holding LLC) 7. Lyla Intermediate Holding, LLC, a Delaware limited liability company (f/k/a Peak II In- termediate Holding LLC) 8. Millennium Atlantic City II Holdco, LLC, a Delaware limited liability company 9. Regent Licensee of Chico, Inc., a Delaware corporation 10. Regent Licensee of Erie, Inc., a Delaware corporation 11. Regent Licensee of Flagstaff, Inc., a Delaware corporation 12. Regent Licensee of Kingman, Inc., a Delaware corporation 13. Regent Licensee of Lake Tahoe, Inc., a Delaware corporation 14. Regent Licensee of Lexington, Inc., a Delaware corporation 15. Regent Licensee of Palmdale, Inc., a Delaware corporation 16. Regent Licensee of Redding, Inc., a Delaware corporation 17. Regent Licensee of San Diego, Inc., a Delaware corporation 18. Regent Licensee of South Carolina, Inc., a Delaware corporation 19. Regent Licensee of Watertown, Inc., a Delaware corporation 20. Special Events Management, LLC, a Delaware limited liability company 21. Townsquare Active Events, LLC, a Delaware limited liability company 22. Townsquare Beverage, LLC, a Delaware limited liability company 23. Townsquare Commerce, LLC, a Delaware limited liability company (f/k/a Seize the Deal, LLC) 24. Townsquare Experimental, LLC, a Delaware limited liability company 25. Townsquare Expos, LLC, a Delaware limited liability company 26. Townsquare Interactive, LLC, a Delaware limited liability company 27. Townsquare Lifestyle Events, LLC, a Delaware limited liability company 28. Townsquare Live Events Colorado, LLC, a Delaware limited liability company 29. Townsquare Live Events International, LLC, a Delaware limited liability company 30. Townsquare Live Events Minnesota, LLC, a Delaware limited liability company 31. Townsquare Live Events Montana, LLC, a Delaware limited liability company 32. Townsquare Live Events Texas, LLC, a Delaware limited liability company 33. Townsquare Live Events Wisconsin, LLC, a Delaware limited liability company 34. Townsquare Live Events, LLC, a Delaware limited liability company 35. Townsquare Live Productions, LLC, a Delaware limited liability company 36. Townsquare Management Company, LLC, a Delaware limited liability company 37. Townsquare Media 2010, Inc., a Delaware corporation 38. Townsquare Media Abilene License, LLC, a Delaware limited liability company

 
I-2 39. Townsquare Media Abilene, LLC, a Delaware limited liability company 40. Townsquare Media Acquisition III, LLC, a Delaware limited liability company 41. Townsquare Media Acquisition IV, LLC, a Delaware limited liability company 42. Townsquare Media Amarillo License, LLC, a Delaware limited liability company 43. Townsquare Media Amarillo, LLC, a Delaware limited liability company 44. Townsquare Media Atlantic City II License, LLC, a Delaware limited liability company 45. Townsquare Media Atlantic City II, LLC, a Delaware limited liability company 46. Townsquare Media Atlantic City III Holdco, LLC, a Delaware limited liability company 47. Townsquare Media Atlantic City III License, LLC, a Delaware limited liability company 48. Townsquare Media Atlantic City III, LLC, a Delaware limited liability company 49. Townsquare Media Atlantic City License, LLC, a Delaware limited liability company 50. Townsquare Media Atlantic City, LLC, a Delaware limited liability company 51. Townsquare Media Augusta Waterville License, LLC, a Delaware limited liability com- pany 52. Townsquare Media Augusta Waterville, LLC, a Delaware limited liability company 53. Townsquare Media Bangor License, LLC, a Delaware limited liability company 54. Townsquare Media Bangor, LLC, a Delaware limited liability company 55. Townsquare Media Battle Creek License LLC, a Delaware limited liability company 56. Townsquare Media Battle Creek LLC, a Delaware limited liability company 57. Townsquare Media Billings License, LLC, a Delaware limited liability company 58. Townsquare Media Billings, LLC, a Delaware limited liability company 59. Townsquare Media Binghampton License, LLC, a Delaware limited liability company 60. Townsquare Media Binghampton, LLC, a Delaware limited liability company 61. Townsquare Media Bismarck License, LLC, a Delaware limited liability company 62. Townsquare Media Bismarck, LLC, a Delaware limited liability company 63. Townsquare Media Boise License, LLC, a Delaware limited liability company 64. Townsquare Media Boise, LLC, a Delaware limited liability company (f/k/a/ Peak Broadcasting of Boise, LLC) 65. Townsquare Media Bozeman License, LLC, a Delaware limited liability company 66. Townsquare Media Bozeman, LLC, a Delaware limited liability company 67. Townsquare Media Broadcasting, LLC, a Delaware limited liability company 68. Townsquare Media Casper License, LLC, a Delaware limited liability company 69. Townsquare Media Casper, LLC, a Delaware limited liability company 70. Townsquare Media Cedar Rapids License LLC, a Delaware limited liability company 71. Townsquare Media Cedar Rapids LLC, a Delaware limited liability company 72. Townsquare Media Cheyenne License, LLC, a Delaware limited liability company 73. Townsquare Media Cheyenne, LLC, a Delaware limited liability company 74. Townsquare Media Danbury License LLC, a Delaware limited liability company 75. Townsquare Media Danbury LLC, a Delaware limited liability company 76. Townsquare Media Dubuque License, LLC, a Delaware limited liability company 77. Townsquare Media Dubuque, LLC, a Delaware limited liability company 78. Townsquare Media Duluth License, LLC, a Delaware limited liability company 79. Townsquare Media Duluth, LLC, a Delaware limited liability company 80. Townsquare Media Faribault License LLC, a Delaware limited liability company 81. Townsquare Media Faribault LLC, a Delaware limited liability company 82. Townsquare Media Grand Junction License, LLC, a Delaware limited liability company

 
I-3 83. Townsquare Media Grand Junction, LLC, a Delaware limited liability company 84. Townsquare Media Kalamazoo License LLC, a Delaware limited liability company 85. Townsquare Media Kalamazoo LLC, a Delaware limited liability company 86. Townsquare Media Killeen-Temple License, LLC, a Delaware limited liability company 87. Townsquare Media Lake Charles License, LLC, a Delaware limited liability company 88. Townsquare Media Lake Charles, LLC, a Delaware limited liability company 89. Townsquare Media Lansing License LLC, a Delaware limited liability company 90. Townsquare Media Lansing LLC, a Delaware limited liability company 91. Townsquare Media Laramie License, LLC, a Delaware limited liability company 92. Townsquare Media Laramie, LLC, a Delaware limited liability company 93. Townsquare Media Lawton License, LLC, a Delaware limited liability company 94. Townsquare Media Lawton, LLC, a Delaware limited liability company 95. Townsquare Media Licensee of Albany and Lafayette, Inc., a Delaware corporation 96. Townsquare Media Licensee of Peoria, Inc., a Delaware corporation 97. Townsquare Media Licensee of St. Cloud, Inc., a Delaware corporation 98. Townsquare Media Licensee of Utica/Rome, Inc., a Delaware corporation 99. Townsquare Media Lubbock License, LLC, a Delaware limited liability company 100. Townsquare Media Lubbock, LLC, a Delaware limited liability company 101. Townsquare Media Lufkin License, LLC, a Delaware limited liability company 102. Townsquare Media Lufkin, LLC, a Delaware limited liability company 103. Townsquare Media Missoula License, LLC, a Delaware limited liability company 104. Townsquare Media Missoula, LLC, a Delaware limited liability company 105. Townsquare Media Monmouth-Ocean License, LLC, a Delaware limited liability com- pany 106. Townsquare Media Monmouth-Ocean, LLC, a Delaware limited liability company 107. Townsquare Media New Bedford License, LLC, a Delaware limited liability company 108. Townsquare Media New Bedford, LLC, a Delaware limited liability company 109. Townsquare Media Odessa-Midland II License, LLC, a Delaware limited liability com- pany 110. Townsquare Media Odessa-Midland II, LLC, a Delaware limited liability company 111. Townsquare Media Odessa-Midland License, LLC, a Delaware limited liability compa- ny 112. Townsquare Media Odessa-Midland, LLC, a Delaware limited liability company 113. Townsquare Media of Albany and Lafayette, Inc., a Delaware corporation 114. Townsquare Media of Albany, Inc., a Delaware corporation 115. Townsquare Media of Buffalo, Inc., a Delaware corporation 116. Townsquare Media of El Paso, Inc., a Delaware corporation 117. Townsquare Media of Evansville/Owensboro, Inc., a Delaware corporation 118. Townsquare Media of Flint, Inc., a Delaware corporation 119. Townsquare Media of Ft. Collins and Grand Rapids, LLC, a California limited liability company 120. Townsquare Media of Ft. Collins, Inc., a Delaware corporation 121. Townsquare Media of Grand Rapids, Inc., a Delaware corporation 122. Townsquare Media of Killeen-Temple, Inc., a Delaware corporation (f/k/a Townsquare Media of Bloomington, Inc.) 123. Townsquare Media of Lafayette, LLC, a Delaware limited liability company

 
I-4 124. Townsquare Media of Midwest, LLC, a Delaware limited liability company 125. Townsquare Media of Presque Isle, Inc., a Delaware corporation (f/k/a Townsquare Me- dia of Peoria, Inc.) 126. Townsquare Media of St. Cloud, Inc., a Delaware corporation 127. Townsquare Media of Utica/Rome, Inc., a Delaware corporation 128. Townsquare Media Oneonta License, LLC, a Delaware limited liability company 129. Townsquare Media Oneonta, LLC, a Delaware limited liability company 130. Townsquare Media Pocatello License, LLC, a Delaware limited liability company 131. Townsquare Media Pocatello, LLC, a Delaware limited liability company 132. Townsquare Media Portland License LLC, a Delaware limited liability company 133. Townsquare Media Portland LLC, a Delaware limited liability company 134. Townsquare Media Portsmouth License LLC, a Delaware limited liability company 135. Townsquare Media Portsmouth LLC, a Delaware limited liability company 136. Townsquare Media Poughkeepsie License, LLC, a Delaware limited liability company 137. Townsquare Media Poughkeepsie, LLC, a Delaware limited liability company (f/k/a Peak Broadcasting of Fresno, LLC) 138. Townsquare Media Presque Isle License, LLC, a Delaware limited liability company 139. Townsquare Media Quad Cities License LLC, a Delaware limited liability company 140. Townsquare Media Quad Cities LLC, a Delaware limited liability company 141. Townsquare Media Quincy-Hannibal License, LLC, a Delaware limited liability compa- ny 142. Townsquare Media Quincy-Hannibal, LLC, a Delaware limited liability company 143. Townsquare Media Rochester License LLC, a Delaware limited liability company 144. Townsquare Media Rochester LLC, a Delaware limited liability company 145. Townsquare Media Rockford License LLC, a Delaware limited liability company 146. Townsquare Media Rockford LLC, a Delaware limited liability company 147. Townsquare Media San Angelo License, LLC, a Delaware limited liability company 148. Townsquare Media San Angelo, LLC, a Delaware limited liability company 149. Townsquare Media Sedalia License, LLC, a Delaware limited liability company 150. Townsquare Media Sedalia, LLC, a Delaware limited liability company 151. Townsquare Media Shelby License, LLC, a Delaware limited liability company 152. Townsquare Media Shelby, LLC, a Delaware limited liability company 153. Townsquare Media Shreveport License, LLC, a Delaware limited liability company 154. Townsquare Media Shreveport, LLC, a Delaware limited liability company 155. Townsquare Media Sioux Falls License, LLC, a Delaware limited liability company 156. Townsquare Media Sioux Falls, LLC, a Delaware limited liability company 157. Townsquare Media Texarkana License, LLC, a Delaware limited liability company 158. Townsquare Media Texarkana, LLC, a Delaware limited liability company 159. Townsquare Media Trenton License, LLC, a Delaware limited liability company 160. Townsquare Media Trenton, LLC, a Delaware limited liability company 161. Townsquare Media Tri-Cities License, LLC, a Delaware limited liability company 162. Townsquare Media Tri-Cities, LLC, a Delaware limited liability company 163. Townsquare Media Tuscaloosa License, LLC, a Delaware limited liability company 164. Townsquare Media Tuscaloosa, LLC, a Delaware limited liability company 165. Townsquare Media Twin Falls License, LLC, a Delaware limited liability company 166. Townsquare Media Twin Falls, LLC, a Delaware limited liability company

 
I-5 167. Townsquare Media Tyler License, LLC, a Delaware limited liability company 168. Townsquare Media Tyler, LLC, a Delaware limited liability company 169. Townsquare Media Victoria License, LLC, a Delaware limited liability company 170. Townsquare Media Victoria, LLC, a Delaware limited liability company 171. Townsquare Media Waterloo License LLC, a Delaware limited liability company 172. Townsquare Media Waterloo LLC, a Delaware limited liability company 173. Townsquare Media West Central Holdings, LLC, a Delaware limited liability company 174. Townsquare Media West Central Intermediate Holdings, LLC, a Delaware limited liabil- ity company 175. Townsquare Media West Central Radio Broadcasting, LLC, a Delaware limited liability company 176. Townsquare Media Wichita Falls License, LLC, a Delaware limited liability company 177. Townsquare Media Wichita Falls, LLC, a Delaware limited liability company 178. Townsquare Media Yakima License, LLC, a Delaware limited liability company 179. Townsquare Media Yakima, LLC, a Delaware limited liability company 180. Townsquare MMN, LLC, a Delaware limited liability company 181. Townsquare New Jersey Holdco, LLC, a Delaware limited liability company 182. Townsquare Next, LLC, a Delaware limited liability company 183. Townsquare Radio Holdings, LLC, a Delaware limited liability company 184. Townsquare Radio, Inc., a Delaware corporation 185. Townsquare Radio, LLC, a Delaware limited liability company 186. Zader Acquisition Company LLC, a Delaware limited liability company

 
A-1 EXHIBIT A [FORM OF FACE OF GLOBAL RESTRICTED NOTE] [Applicable Restricted Notes Legend] [Depository Legend, if applicable] [OID Legend, if applicable] [Temporary Regulation S Legend, if applicable] No. [___] Principal Amount $[___________] [as revised by the Sched- ule of Increases and Decreases in Global Note attached here- to]1 CUSIP NO. _________________________ TOWNSQUARE MEDIA, INC. 6.500% Senior Notes due 2023 Townsquare Media, Inc., a Delaware corporation (“Company”), promises to pay to [Cede & Co.],2 or its registered assigns, the principal sum of _______________ Dollars, [as revised by the Schedule of Increases and De- creases in Global Note attached hereto],3 on April 1, 2023. Interest Payment Dates: April 1 and October 1, commencing on October 1, 2015 Record Dates: March 15 and September 15 Additional provisions of this Note are set forth on the other side of this Note. 1 Insert in Global Notes only. 2 Insert in Global Notes only. 3 Insert in Global Notes only.

 
A-2 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. TOWNSQUARE MEDIA, INC. By: Name: Title:

 
A-3 TRUSTEE CERTIFICATE OF AUTHENTICATION This Note is one of the 6.500% Senior Notes due 2023 referred to in the within-mentioned Indenture. WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Name: Title: Dated:

 
A-4 [FORM OF REVERSE SIDE OF NOTE] TOWNSQUARE MEDIA, INC. 6.500% SENIOR NOTES DUE 2023 Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. 1. Interest The Company promises to pay interest on the principal amount of this Note at 6.500% per annum from April 1, 2015 until maturity. The Company will pay interest semi-annually in arrears every April 1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Pay- ment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided, that the first Interest Payment Date shall be October 1, 2015. The Company shall pay interest on overdue principal at the rate specified herein, and it shall pay interest (in- cluding post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. [Until this Regulation S Temporary Global Note is exchanged for one or more Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to receive payments of interest hereon; until so exchanged in full, this Regulation S Temporary Global Note shall in all other respects be entitled to the same benefits as other Notes under the Indenture.] 2. Method of Payment By no later than 11:00 a.m. (New York City time) on the date on which any principal of, premium, if any, interest, on any Note is due and payable, the Company shall deposit with the Paying Agent a sum sufficient in im- mediately available funds to pay such principal, premium, interest when due. Interest on any Note which is payable, and is timely paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the preceding March 15 and September 15 at the office or agency of the Company maintained for such purpose pursuant to Section 2.3 of the Indenture. The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of Paying Agent or Registrar designated by the Company maintained for such purpose (which shall initially be the office of the Trustee maintained for such purpose), or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3 of the Indenture; provided, however, that, at the option of the Paying Agent, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled there- to as such addresses shall appear on the Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, interest) will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depository. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, interest) held by a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made in accordance with the Notes Register, or by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). If an Interest Payment Date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. 3. Paying Agent and Registrar The Company initially appoints Wilmington Trust, National Association (the “Trustee”) as Registrar and Paying Agent for the Notes. The Company may change any Registrar or Paying Agent without prior notice to the Holders. The Company or any Guarantor may act as Paying Agent, Registrar or transfer agent.

 
A-5 4. Indenture The Company issued the Notes under an Indenture dated as of April 1, 2015 (as it may be amended or sup- plemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the guar- antors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. The Notes are senior obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 6.500% Senior Notes due 2023 referred to in the Indenture. The Notes include (i) $300,000,000 principal amount of the Company’s 6.500% Senior Notes due 2023 issued under the Indenture on April 1, 2015 (the “Initial Notes”) and (ii) if and when issued, addi- tional Notes that may be issued from time to time under the Indenture subsequent to April 1, 2015 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be consid- ered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries. 5. [Reserved] 6. Guarantees To guarantee the due and punctual payment of the principal, premium, if any, interest (including post-filing or post-petition interest in any proceeding under Bankruptcy Law) on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturi- ty, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor will uncondi- tionally guarantee (and future guarantors, jointly and severally with the Guarantor, will fully and unconditionally Guarantee) such obligations on a senior basis pursuant to the terms of the Indenture. 7. Redemption (a) At any time prior to April 1, 2018, the Company may redeem the Notes in whole or in part, at its option, upon not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as percentages of principal amount of the Notes to be redeemed) equal to 100% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interest, to but excluding the date of redemption (the “Redemption Date”), subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to April 1, 2018, the Company may, at its option, on one or more occasions, upon not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price (expressed as percentages of principal amount of the Notes to be redeemed) equal to 106.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provid- ed that not less than 60% of the original aggregate principal amount of Notes initially issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Com- pany or any of its Restricted Subsidiaries); provided further that each such redemption occurs not later than

 
A-6 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this paragraph 7, the Notes will not be redeemable at the Company’s option prior to April 1, 2018. (d) At any time and from time to time on or after April 1, 2018, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on April 1 of each of the years indicated in the table below: Period Percentage 2018 ................................................................................................ 104.875% 2019 ................................................................................................ 103.250% 2020 ................................................................................................ 101.625% 2021 and thereafter ......................................................................... 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have the right upon not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appear- ing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but not including, the date of such redemption. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of Sec- tions 5.1 through 5.6 of the Indenture. Except as set forth in paragraph 5 above, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes. 8. Repurchase Provisions If a Change of Control occurs, each Holder will have the right to require the Company to repurchase from each Holder all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, to but excluding the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date as provided in, and subject to the terms of, the Indenture. Upon certain Asset Dispositions, the Company may be required to use the Excess Proceeds from such As- set Dispositions to offer to offer to purchase the maximum aggregate principal amount of Notes (that is $2,000 or an integral multiple of $1,000 in excess thereof) and, at the Company’s option, Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, to the date fixed for the closing of such offer, in accordance with the pro- cedures set forth in Section 3.5 and in Article V of the Indenture.

 
A-7 9. Denominations; Transfer; Exchange The Notes shall be issuable only in fully registered form in minimum denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accord- ance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorse- ments or transfer documents and to pay a sum sufficient to cover any tax and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of busi- ness on the day of such mailing or (2) 15 days before an Interest Payment Date and ending on such Interest Payment Date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. [This Regulation S Temporary Global Note is exchangeable in whole or in part for one or more Global Notes only (i) on or after the expiration of the Restricted Period and (ii) upon presentation of certificates (accompa- nied by an Opinion of Counsel, if applicable) required by Article II of the Indenture. Upon exchange of this Regula- tion S Temporary Global Note for one or more Global Notes, the Trustee shall cancel this Regulation S Temporary Global Note.] 10. Persons Deemed Owners The registered Holder of this Note may be treated as the owner of it for all purposes. 11. Unclaimed Money If money for the payment of principal, premium, if any, interest remains unclaimed for two years, the Trus- tee or Paying Agent shall pay the money back to the Company at its written request unless an abandoned property law designates another Person to receive such money. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment as general creditors unless an abandoned property law designates another person for payment. 12. Discharge and Defeasance Subject to certain exceptions and conditions set forth in the Indenture, the Company at any time may termi- nate some or all of its obligations under the Notes and the Indenture if the Company deposits with the Trustee mon- ey or U.S. Government Obligations for the payment of principal, premium, if any and interest on the Notes to re- demption or maturity, as the case may be. 13. Amendment, Supplement, Waiver Subject to certain exceptions contained in the Indenture, the Indenture and the Notes may be amended, or a Default thereunder may be waived, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes. Without notice to or the consent of any Holder, the Company, the Guarantors and the Trus- tee may amend or supplement the Indenture and the Notes as provided in the Indenture. 14. Defaults and Remedies If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company or certain Guarantors) occurs and is continuing, the Trustee by notice to the Com- pany, or the Holders of at least 30% in principal amount of the outstanding Notes by notice to the Company and the Trustee, may, and the Trustee (subject to the provisions of the Indenture) at the request of such Holders shall, de- clare the principal of, premium, if any, and accrued and unpaid interest, and any other monetary obligations on all the Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal, premium, interest, and other monetary obligations will be due and payable immediately. If a bankruptcy, insolvency or reor- ganization of the Company or certain Guarantors occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest and any other monetary obligations on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain cir-

 
A-8 cumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such accelera- tion with respect to the Notes and its consequences. 15. Trustee Dealings with the Company Subject to certain limitations set forth in the Indenture, the Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company, Guarantors or their Affili- ates with the same rights it would have if it were not Trustee. In addition, the Trustee shall be permitted to engage in transactions with the Company; provided, however, that if the Trustee acquires any conflicting interest under the Act, the Trustee must (i) eliminate such conflict within 90 days of acquiring such conflicting interest, (ii) apply to the Commission for permission to continue acting as Trustee or (iii) resign. 16. No Recourse Against Others No director, officer, employee, incorporator or shareholder of the Company or any of its Subsidiaries or Af- filiates, as such (other than the Company and the Guarantors), shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. 17. Authentication This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Note. 18. Abbreviations Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= ten- ants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors Act). 19. CUSIP and ISIN Numbers The Company has caused CUSIP and ISIN numbers, if applicable, to be printed on the Notes and has di- rected the Trustee to use CUSIP and ISIN numbers, if applicable, in notices of redemption or purchase as a conven- ience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption or purchase and reliance may be placed only on the other identification num- bers placed thereon. 20. Governing Law This Note shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to: Townsquare Media, Inc. 240 Greenwich Avenue Greenwich, CT 06830 Facsimile: (203) 861-0920 Attention: Chief Financial Officer

 
A-9 ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to: (Print or type assignee’s name, address and zip code) (Insert assignee’s social security or tax I.D. No.) and irrevocably appoint ___________ agent to transfer this Note on the books of the Company. The agent may sub- stitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. The undersigned hereby certifies that it  is /  is not an Affiliate of the Company and that, to its knowledge, the proposed transferee  is /  is not an Affiliate of the Company. In connection with any transfer or exchange of any of the Notes evidenced by this certificate occurring pri- or to the date that is one year after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Notes are being: CHECK ONE BOX BELOW: (1)  acquired for the undersigned’s own account, without transfer; or (2)  transferred to the Company; or (3)  transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); or (4)  transferred pursuant to an effective registration statement under the Securities Act; or (5)  transferred pursuant to and in compliance with Regulation S under the Securities Act; or (6)  transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) or an “accredited investor” (as defined in Rule 501(a)(4) under the Securities Act), that has furnished to the Trustee a signed letter containing cer- tain representations and agreements (the form of which letter appears as Section 2.8 or 2.10 of the Indenture, respectively); or

 
A-10 (7)  transferred pursuant to another available exemption from the registration requirements of the Securities Act of 1933, as amended. Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Company may require, prior to registering any such transfer of the Notes, in its sole discretion, such legal opinions, certifications and other information as the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, as amended, such as the exemption provided by Rule 144 under such Act. Signature Signature Guarantee: (Signature must be guaranteed) Signature The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institu- tional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such infor- mation and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated:

 
A-11 [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTES The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such de- crease or increase Signature of author- ized signatory of Trustee or Notes Custodian

 
A-12 OPTION OF HOLDER TO ELECT PURCHASE If you elect to have this Note purchased by the Company pursuant to Section 3.5 or 3.9 of the Indenture, check either box: Section 3.5  Section 3.9  If you want to elect to have only part of this Note purchased by the Company pursuant to Section 3.5 or 3.9 of the Indenture, state the amount in principal amount (must be in denominations of $2,000 or an integral multiple of $1,000 in excess thereof): $___________________________________ and specify the denomination or denomina- tions (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the Holder for the portion of the within Note not being repurchased (in the absence of any such specification, one such Note will be issued for the portion not being repurchased): _________________. Date: __________ Your Signature ____________________________________________________ (Sign exactly as your name appears on the other side of the Note) Signature Guarantee: _______________________________________________________________ (Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.

 
B-1 EXHIBIT B Form of Supplemental Indenture to Add Guarantors SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of [ ], by and among the parties that are signatories hereto as Guarantors (the “Guaranteeing Subsidiary”), Townsquare Media, Inc., a Delaware corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as Trustee under the Indenture referred to below. W I T N E S S E T H: WHEREAS, each of the Company, the Guarantors and the Trustee have heretofore executed and delivered an indenture dated as of April 1, 2015 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $300.0 million of 6.500% Senior Notes due 2023 of the Company (the “Notes”); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall ex- ecute and deliver to the Trustee a supplemental indenture to which the Guaranteeing Subsidiary shall unconditional- ly guarantee, on a joint and several basis with the other Guarantors, all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indentures’ (the “Guarantee”); and WHEREAS, pursuant to Section 9.1 of the Indenture, the Company, any Guarantor and the Trustee are au- thorized to execute and deliver a supplemental indenture to add additional Guarantors, without the consent of any Holder; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary, the Company, the other Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: ARTICLE I DEFINITIONS SECTION 1.1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. ARTICLE II AGREEMENT TO BE BOUND; GUARANTEE SECTION 2.1. Agreement to be Bound. The Guaranteeing Subsidiary hereby becomes a party to the In- denture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. SECTION 2.2. Guarantee. The Guaranteeing Subsidiary agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article X of the Indenture on a senior basis.

 
B-2 ARTICLE III MISCELLANEOUS SECTION 3.1. Notices. All notices and other communications to the Guarantor shall be given as pro- vided in the Indenture to the Guarantor, at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company. [INSERT ADDRESS] SECTION 3.2. Merger and Consolidation. The Guaranteeing Subsidiary shall not sell or otherwise dis- pose of all or substantially all of its assets to, or consolidate with or merge with or into another Person (other than the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transac- tion) except in accordance with Section 4.1(f) of the Indenture. SECTION 3.3. Release of Guarantee. This Guarantee shall be released in accordance with Section 10.2 of the Indenture. SECTION 3.4. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. SECTION 3.5. Governing Law. This Supplemental Indenture shall be governed by, and construed in ac- cordance with, the laws of the State of New York. SECTION 3.6. Severability. In case any provision in this Supplemental Indenture shall be invalid, ille- gal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. SECTION 3.7. Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive di- rect and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contem- plation of such benefits. SECTION 3.8. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as express- ly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provi- sions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. SECTION 3.9. The Trustee. The Trustee makes no representation or warranty as to the validity or suffi- ciency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto. SECTION 3.10. Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The ex- change of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall con- stitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimi- le or PDF shall be deemed to be their original signatures for all purposes. SECTION 3.11. Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of any such Guaran- tee.

 
B-3 SECTION 3.12. Headings. The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

 
[Signature Page to Supplemental Indenture] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. TOWNSQUARE MEDIA, INC. as a Guarantor By: Name: Title: [SUBSIDIARY GUARANTOR], as a Guarantor By: Name: Title:

 
[Signature Page to Supplemental Indenture] WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Name: Title:

 


THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF TOWNSQUARE THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (i) (a) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF TOWNSQUARE SO REQUESTS), (ii) TO TOWNSQUARE, OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.

[IN THE CASE OF THE REGULATION S GLOBAL NOTE: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]

BY ITS ACQUISITION OF THIS SECURITY THE HOLDER AND ANY SUBSEQUENT TRANSFEREE HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) THE PURCHASER IS NOT ACQUIRING OR HOLDING SUCH NOTE OR AN INTEREST THEREIN WITH THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO ERISA, (B) A “PLAN” DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ CODE ”), (C) ANY ENTITY DEEMED TO HOLD “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY OR (D) A GOVERNMENTAL PLAN OR CHURCH PLAN SUBJECT TO SUCH PROVISIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “ SIMILAR LAWS ”) OR (II) THE ACQUISITION AND HOLDING OF SUCH NOTE BY THE PURCHASER, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH NOTE AND THE DISPOSITION OF SUCH NOTE OR AN INTEREST THEREIN WILL NOT CONSTITUTE OR RESULT IN A NON‑EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, A BREACH OF FIDUCIARY DUTY UNDER ERISA OR A VIOLATION OF ANY PROVISIONS OF ANY APPLICABLE SIMILAR LAW.

[THIS SECURITY IS A TEMPORARY GLOBAL NOTE. PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN (1) A NON‑U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT. BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN A PERMANENT GLOBAL NOTE IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF




PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.





No.
 
Principal Amount as revised by the Schedule of
 
 
Increases and Decreases in Global Note attached hereto
 
 
CUSIP NO.
                
TOWNSQUARE MEDIA, INC.
6.500% Senior Notes due 2023
Townsquare Media, Inc., a Delaware corporation (“ Company ”), promises to pay to Cede & Co., or its registered assigns, the principal sum of                      Dollars, as revised by the Schedule of Increases and Decreases in Global Note attached hereto, on April 1, 2023.
Interest Payment Dates: April 1 and October 1, commencing on October 1, 2015
Record Dates: March 15 and September 15
Additional provisions of this Note are set forth on the other side of this Note.




IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
 
TOWNSQUARE MEDIA, INC.

 
 
 
 
 
By:
 
 
 
Name:
 
 
Title:




TRUSTEE CERTIFICATE OF AUTHENTICATION
This Note is one of the 6.500% Senior Notes due 2023 referred to in the within‑mentioned Indenture.
 
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
 
 
 
 
By:
 
 
 
Name:
 
 
Title:
Dated:    April 1, 2015






[REVERSE SIDE OF NOTE]
TOWNSQUARE MEDIA, INC.
6.500% SENIOR NOTES DUE 2023

Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture.
1.     Interest
The Company promises to pay interest on the principal amount of this Note at 6.500% per annum from April 1, 2015 until maturity. The Company will pay interest semi-annually in arrears every April 1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “ Interest Payment Date ”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided , that the first Interest Payment Date shall be October 1, 2015. The Company shall pay interest on overdue principal at the rate specified herein, and it shall pay interest (including post‑petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. Interest on the Notes will be computed on the basis of a 360‑day year comprised of twelve 30‑day months.
2.     Method of Payment
By no later than 11:00 a.m. (New York City time) on the date on which any principal of, premium, if any, interest, on any Note is due and payable, the Company shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium, interest when due. Interest on any Note which is payable, and is timely paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the preceding March 15 and September 15 at the office or agency of the Company maintained for such purpose pursuant to Section 2.3 of the Indenture. The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of Paying Agent or Registrar designated by the Company maintained for such purpose (which shall initially be the office of the Trustee maintained for such purpose), or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3 of the Indenture; provided , however , that, at the option of the Paying Agent, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, interest) will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depository. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, interest) held by a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made in accordance with the Notes Register, or by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). If an Interest Payment Date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.
3.     Paying Agent and Registrar
The Company initially appoints Wilmington Trust, National Association (the “ Trustee ”) as Registrar and Paying Agent for the Notes. The Company may change any Registrar or Paying Agent without prior notice to the Holders. The Company or any Guarantor may act as Paying Agent, Registrar or transfer agent.
4.     Indenture
The Company issued the Notes under an Indenture dated as of April 1, 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “ Indenture ”), among the Company, the guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by express reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa‑77bbbb) as in effect on the date of the Indenture (the “ Act ”). The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms.




The Notes are senior obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 6.500% Senior Notes due 2023 referred to in the Indenture. The Notes include (i) $300,000,000 principal amount of the Company’s 6.500% Senior Notes due 2023 issued under the Indenture on April 1, 2015 (the “ Initial Notes ”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to April 1, 2015 (the “ Additional Notes ”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.
5.     [Reserved]
6.     Guarantees
To guarantee the due and punctual payment of the principal, premium, if any, interest (including post‑filing or post‑petition interest in any proceeding under Bankruptcy Law) on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor will unconditionally guarantee (and future guarantors, jointly and severally with the Guarantor, will fully and unconditionally Guarantee) such obligations on a senior basis pursuant to the terms of the Indenture.
7.     Redemption
(a)    At any time prior to April 1, 2018, the Company may redeem the Notes in whole or in part, at its option, upon not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as percentages of principal amount of the Notes to be redeemed) equal to 100% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interest, to but excluding the date of redemption (the “ Redemption Date ”), subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(b)    At any time and from time to time prior to April 1, 2018, the Company may, at its option, on one or more occasions, upon not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price (expressed as percentages of principal amount of the Notes to be redeemed) equal to 106.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 60% of the original aggregate principal amount of Notes initially issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company or any of its Restricted Subsidiaries); provided further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture.
(c)    Except pursuant to clauses (a) and (b) of this paragraph 7, the Notes will not be redeemable at the Company’s option prior to April 1, 2018.
(d)    At any time and from time to time on or after April 1, 2018, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve‑month period beginning on April 1 of each of the years indicated in the table below:




Period
 
Percentage
2018
 
104.875%
2019
 
103.250%
2020
 
101.625%
2021 and thereafter
 
100.000%

(e)    Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have the right upon not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but not including, the date of such redemption.
(f)    Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date.
(g)    Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture.
Except as set forth in paragraph 5 above, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.
8.     Repurchase Provisions
If a Change of Control occurs, each Holder will have the right to require the Company to repurchase from each Holder all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, to but excluding the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date as provided in, and subject to the terms of, the Indenture.
Upon certain Asset Dispositions, the Company may be required to use the Excess Proceeds from such Asset Dispositions to offer to offer to purchase the maximum aggregate principal amount of Notes (that is $2,000 or an integral multiple of $1,000 in excess thereof) and, at the Company’s option, Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, to the date fixed for the closing of such offer, in accordance with the procedures set forth in Section 3.5 and in Article V of the Indenture.
9.     Denominations; Transfer; Exchange
The Notes shall be issuable only in fully registered form in minimum denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay a sum sufficient to cover any tax and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an Interest Payment Date and ending on such Interest Payment Date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part.
10.     Persons Deemed Owners
The registered Holder of this Note may be treated as the owner of it for all purposes.




11.     Unclaimed Money
If money for the payment of principal, premium, if any, interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its written request unless an abandoned property law designates another Person to receive such money. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment as general creditors unless an abandoned property law designates another person for payment.
12.     Discharge and Defeasance
Subject to certain exceptions and conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any and interest on the Notes to redemption or maturity, as the case may be.
13.     Amendment, Supplement, Waiver
Subject to certain exceptions contained in the Indenture, the Indenture and the Notes may be amended, or a Default thereunder may be waived, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes. Without notice to or the consent of any Holder, the Company, the Guarantors and the Trustee may amend or supplement the Indenture and the Notes as provided in the Indenture.
14.     Defaults and Remedies
If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company or certain Guarantors) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 30% in principal amount of the outstanding Notes by notice to the Company and the Trustee, may, and the Trustee (subject to the provisions of the Indenture) at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, and any other monetary obligations on all the Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal, premium, interest, and other monetary obligations will be due and payable immediately. If a bankruptcy, insolvency or reorganization of the Company or certain Guarantors occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest and any other monetary obligations on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.
15.     Trustee Dealings with the Company
Subject to certain limitations set forth in the Indenture, the Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company, Guarantors or their Affiliates with the same rights it would have if it were not Trustee. In addition, the Trustee shall be permitted to engage in transactions with the Company; provided , however , that if the Trustee acquires any conflicting interest under the Act, the Trustee must (i) eliminate such conflict within 90 days of acquiring such conflicting interest, (ii) apply to the Commission for permission to continue acting as Trustee or (iii) resign.
16.     No Recourse Against Others
No director, officer, employee, incorporator or shareholder of the Company or any of its Subsidiaries or Affiliates, as such (other than the Company and the Guarantors), shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
17.     Authentication
This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Note.




18.     Abbreviations
Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors Act).
19.     CUSIP and ISIN Numbers
The Company has caused CUSIP and ISIN numbers, if applicable, to be printed on the Notes and has directed the Trustee to use CUSIP and ISIN numbers, if applicable, in notices of redemption or purchase as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption or purchase and reliance may be placed only on the other identification numbers placed thereon.
20.     Governing Law
This Note shall be governed by, and construed in accordance with, the laws of the State of New York.
The Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to:
Townsquare Media, Inc.
240 Greenwich Avenue
Greenwich, CT 06830
Facsimile: (203) 861-0920
Attention: Chief Financial Officer





ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to:
_______________________________________________________________________________________________
(Print or type assignee’s name, address and zip code)
_______________________________________________________________________________________________
(Insert assignee’s social security or tax I.D. No.)
and irrevocably appoint ___________ agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.
Date:                                Your Signature: ________________________________
Signature Guarantee: ____________________________________________________________________________________        
(Signature must be guaranteed)
______________________________________________________________________________________________________
Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad‑15.

The undersigned hereby certifies that it is ☐ is not an Affiliate of the Company and that, to its knowledge, the proposed transferee ☐ is / ☐ is not an Affiliate of the Company.

In connection with any transfer or exchange of any of the Notes evidenced by this certificate occurring prior to the date that is one year after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Notes are being:

CHECK ONE BOX BELOW:
(1)
☐     acquired for the undersigned’s own account, without transfer; or

(2)
☐     transferred to the Company; or

(3)
☐     transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933,
as amended (the “ Securities Act ”); or

(4)
☐     transferred pursuant to an effective registration statement under the Securities Act; or

(5)
☐     transferred pursuant to and in compliance with Regulation S under the Securities Act; or

(6)
☐     transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act) or an “accredited investor” (as defined in Rule 501(a)(4) under
the Securities Act), that has furnished to the Trustee a signed letter containing certain
representations and agreements (the form of which letter appears as Section 2.8 or 2.10
of the Indenture, respectively); or
 
(7)
☐     transferred pursuant to another available exemption from the registration requirements of the
Securities Act of 1933, as amended.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered Holder thereof; provided , however , that if box (5), (6) or (7) is checked, the Company may




require, prior to registering any such transfer of the Notes, in its sole discretion, such legal opinions, certifications and other information as the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, as amended, such as the exemption provided by Rule 144 under such Act.
____________________________________________________
Signature
Signature Guarantee:
____________________________________________________
(Signature must be guaranteed)                Signature
The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad‑15.
TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.
_________________________        
Dated:




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTES
The following increases or decreases in this Global Note have been made:
Date of Exchange
 
Amount of decrease in Principal Amount of this Global Note
 
Amount of increase in Principal Amount of this Global Note
 
Principal Amount of this Global Note following such decrease or increase
 
Signature of authorized signatory of Trustee or Notes Custodian
 
 
 
 
 
 
 
 
 





OPTION OF HOLDER TO ELECT PURCHASE
If you elect to have this Note purchased by the Company pursuant to Section 3.5 or 3.9 of the Indenture, check either box:
Section 3. 5 ☐ Section 3.9 ☐
If you want to elect to have only part of this Note purchased by the Company pursuant to Section 3.5 or 3.9 of the Indenture, state the amount in principal amount (must be in denominations of $2,000 or an integral multiple of $1,000 in excess thereof): $___________________________________ and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the Holder for the portion of the within Note not being repurchased (in the absence of any such specification, one such Note will be issued for the portion not being repurchased): _________________.
Date: __________ Your Signature ____________________________________________________
(Sign exactly as your name appears on the other side of the Note)
Signature Guarantee: _______________________________________________________________
(Signature must be guaranteed)
The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad‑15.



Execution Version CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 1 2 $325,000,000 3 CREDIT AGREEMENT 4 Dated as of April 1, 2015 5 among 6 TOWNSQUARE MEDIA, INC., AS BORROWER, 7 THE LENDERS AND L/C ISSUERS PARTY HERETO 8 and 9 ROYAL BANK OF CANADA, 10 AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT 11 ♦ ♦ ♦ 12 RBC CAPITAL MARKETS,1 13 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 14 SUNTRUST ROBINSON HUMPHREY, INC., 15 MACQUARIE CAPITAL (USA) INC. 16 AND 17 JEFFERIES FINANCE LLC 18 AS JOINT LEAD ARRANGERS AND BOOKRUNNERS 19 20 21 1 RBC Capital Markets is a brand name for the capital markets business of Royal Bank of Canada and its affiliates.

 
-i- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 TABLE OF CONTENTS 22 Page 23 ARTICLE 1 24 25 DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS 26 Section 1.1 Defined Terms ................................................................................................................... 1 27 Section 1.2 UCC Terms ..................................................................................................................... 53 28 Section 1.3 Accounting Terms and Principles ................................................................................... 53 29 Section 1.4 Payments ......................................................................................................................... 53 30 Section 1.5 Interpretation ................................................................................................................... 54 31 Section 1.6 Limited Condition Acquisitions ...................................................................................... 54 32 ARTICLE 2 33 34 THE FACILITIES 35 Section 2.1 The Commitments ........................................................................................................... 55 36 Section 2.2 Borrowing Procedures ..................................................................................................... 55 37 Section 2.3 Swingline Loans .............................................................................................................. 58 38 Section 2.4 Letters of Credit .............................................................................................................. 59 39 Section 2.5 Reduction and Termination of the Commitments ........................................................... 63 40 Section 2.6 Repayment of Loans ....................................................................................................... 63 41 Section 2.7 Optional Prepayments ..................................................................................................... 64 42 Section 2.8 Mandatory Prepayments .................................................................................................. 65 43 Section 2.9 Interest ............................................................................................................................. 67 44 Section 2.10 Conversion and Continuation Options ............................................................................ 67 45 Section 2.11 Fees ................................................................................................................................. 68 46 Section 2.12 Application of Payments ................................................................................................. 69 47 Section 2.13 Payments and Computations ........................................................................................... 70 48 Section 2.14 Evidence of Debt ............................................................................................................. 72 49 Section 2.15 Suspension of Eurodollar Rate Option ............................................................................ 73 50 Section 2.16 Breakage Costs; Increased Costs; Capital Requirements ................................................ 74 51 Section 2.17 Net Payments .................................................................................................................. 75 52 Section 2.18 Substitution of Lenders ................................................................................................... 79 53 Section 2.19 Incremental Credit Extensions ........................................................................................ 80 54 Section 2.20 Refinancing Amendments ............................................................................................... 85 55 Section 2.21 Extension of Term Loans; Extension of Revolving Loans ............................................. 86 56 ARTICLE 3 57 58 CONDITIONS TO LOANS AND LETTERS OF CREDIT 59 Section 3.1 Conditions Precedent to Effectiveness of the Credit Agreement on the 60 Closing Date ................................................................................................................ 89 61 Section 3.2 Conditions Precedent to Each Loan and Letter of Credit and to Effectiveness 62 of the Credit Agreement............................................................................................... 91 63 Section 3.3 Determinations of Initial Borrowing Conditions ............................................................. 92 64 Section 3.4 Post-Closing Covenant .................................................................................................... 92 65

 
Page -ii- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 ARTICLE 4 66 67 REPRESENTATIONS AND WARRANTIES 68 Section 4.1 Corporate Existence; Compliance with Law ................................................................... 92 69 Section 4.2 Loan Documents and Related Documents ...................................................................... 92 70 Section 4.3 Ownership of Group Members ........................................................................................ 93 71 Section 4.4 Financial Statements ....................................................................................................... 93 72 Section 4.5 Material Adverse Effect .................................................................................................. 94 73 Section 4.6 Solvency .......................................................................................................................... 94 74 Section 4.7 Litigation ......................................................................................................................... 94 75 Section 4.8 Taxes ............................................................................................................................... 94 76 Section 4.9 Margin Regulations ......................................................................................................... 94 77 Section 4.10 No Burdensome Obligations; No Defaults ...................................................................... 94 78 Section 4.11 Investment Company Act ................................................................................................ 94 79 Section 4.12 Labor Matters .................................................................................................................. 95 80 Section 4.13 ERISA ............................................................................................................................. 95 81 Section 4.14 Environmental Matters .................................................................................................... 95 82 Section 4.15 Intellectual Property ........................................................................................................ 95 83 Section 4.16 Title; Real Property ......................................................................................................... 96 84 Section 4.17 Full Disclosure ................................................................................................................ 96 85 Section 4.18 Patriot Act and Other Specified Laws ............................................................................. 97 86 Section 4.19 [Intentionally Omitted] .................................................................................................... 97 87 Section 4.20 [Intentionally Omitted] .................................................................................................... 97 88 Section 4.21 Radio Station Licenses and FCC Licenses ...................................................................... 97 89 Section 4.22 FCC Matters .................................................................................................................... 97 90 ARTICLE 5 91 92 FINANCIAL COVENANT 93 Section 5.1 First Lien Leverage Ratio ................................................................................................ 98 94 ARTICLE 6 95 96 REPORTING COVENANTS 97 Section 6.1 Financial Statements ....................................................................................................... 99 98 Section 6.2 Other Events .................................................................................................................. 101 99 Section 6.3 Copies of Notices and Reports ...................................................................................... 102 100 Section 6.4 [Reserved] ..................................................................................................................... 102 101 Section 6.5 Labor Matters ................................................................................................................ 102 102 Section 6.6 ERISA Matters .............................................................................................................. 102 103 Section 6.7 Environmental Matters .................................................................................................. 103 104 Section 6.8 Other Information .......................................................................................................... 103 105 ARTICLE 7 106 107 AFFIRMATIVE COVENANTS 108 Section 7.1 Maintenance of Corporate Existence ............................................................................ 103 109

 
Page -iii- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Section 7.2 Compliance with Laws, Etc. ......................................................................................... 104 110 Section 7.3 Payment of Obligations ................................................................................................. 104 111 Section 7.4 Maintenance of Property ............................................................................................... 104 112 Section 7.5 Maintenance of Insurance ............................................................................................. 104 113 Section 7.6 Keeping of Books .......................................................................................................... 105 114 Section 7.7 Access to Books and Property ....................................................................................... 105 115 Section 7.8 Environmental ............................................................................................................... 105 116 Section 7.9 Use of Proceeds ............................................................................................................. 106 117 Section 7.10 Designation of Subsidiaries ........................................................................................... 106 118 Section 7.11 Additional Collateral and Guaranties ............................................................................ 107 119 Section 7.12 Radio Station Licenses and FCC Licenses .................................................................... 108 120 Section 7.13 Credit Rating ................................................................................................................. 109 121 Section 7.14 License Subsidiaries ...................................................................................................... 109 122 ARTICLE 8 123 124 NEGATIVE COVENANTS 125 Section 8.1 Indebtedness .................................................................................................................. 109 126 Section 8.2 Liens .............................................................................................................................. 113 127 Section 8.3 Investments ................................................................................................................... 117 128 Section 8.4 Asset Sales .................................................................................................................... 120 129 Section 8.5 Restricted Payments ...................................................................................................... 123 130 Section 8.6 Prepayment of Indebtedness.......................................................................................... 126 131 Section 8.7 Fundamental Changes ................................................................................................... 127 132 Section 8.8 Change in Nature of Business ....................................................................................... 127 133 Section 8.9 Transactions with Affiliates .......................................................................................... 127 134 Section 8.10 Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted 135 Payments .................................................................................................................... 129 136 Section 8.11 Modification of Certain Documents .............................................................................. 130 137 Section 8.12 Accounting Changes; Fiscal Year ................................................................................. 131 138 Section 8.13 Margin Regulations ....................................................................................................... 131 139 Section 8.14 Compliance with ERISA ............................................................................................... 131 140 Section 8.15 Hazardous Materials ...................................................................................................... 131 141 Section 8.16 Local Marketing Agreements ........................................................................................ 131 142 Section 8.17 Operation of License Subsidiaries ................................................................................. 131 143 Section 8.18 Compliance with Communications Laws ..................................................................... 131 144 ARTICLE 9 145 146 EVENTS OF DEFAULT 147 Section 9.1 Definition ...................................................................................................................... 132 148 Section 9.2 Remedies ....................................................................................................................... 133 149 Section 9.3 Actions in Respect of Letters of Credit ......................................................................... 134 150 Section 9.4 Governmental Approvals .............................................................................................. 134 151 Section 9.5 Borrower’s Right to Cure .............................................................................................. 135 152 Section 9.6 Exclusion of Immaterial Subsidiaries ........................................................................... 135 153

 
Page -iv- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 ARTICLE 10 154 155 THE ADMINISTRATIVE AGENT 156 Section 10.1 Appointment and Duties................................................................................................ 136 157 Section 10.2 Binding Effect ............................................................................................................... 137 158 Section 10.3 Use of Discretion ........................................................................................................... 137 159 Section 10.4 Delegation of Rights and Duties ................................................................................... 137 160 Section 10.5 Reliance and Liability ................................................................................................... 137 161 Section 10.6 Administrative Agent Individually ................................................................................ 138 162 Section 10.7 Lender Credit Decision ................................................................................................. 139 163 Section 10.8 Expenses; Indemnities ................................................................................................... 139 164 Section 10.9 Resignation of Administrative Agent or L/C Issuer ...................................................... 140 165 Section 10.10 Release of Collateral or Guarantors .............................................................................. 141 166 Section 10.11 Additional Secured Parties ............................................................................................ 142 167 ARTICLE 11 168 169 MISCELLANEOUS 170 Section 11.1 Amendments, Waivers, Etc. .......................................................................................... 142 171 Section 11.2 Assignments and Participations; Binding Effect ........................................................... 144 172 Section 11.3 Costs and Expenses ....................................................................................................... 149 173 Section 11.4 Indemnities .................................................................................................................... 149 174 Section 11.5 Survival ......................................................................................................................... 150 175 Section 11.6 Limitation of Liability for Certain Damages ................................................................. 150 176 Section 11.7 Lender-Creditor Relationship ........................................................................................ 150 177 Section 11.8 Right of Setoff ............................................................................................................... 150 178 Section 11.9 Sharing of Payments, Etc. ............................................................................................. 151 179 Section 11.10 Marshaling; Payments Set Aside ................................................................................... 152 180 Section 11.11 Notices........................................................................................................................... 152 181 Section 11.12 Electronic Transmissions .............................................................................................. 152 182 Section 11.13 Governing Law .............................................................................................................. 153 183 Section 11.14 Jurisdiction .................................................................................................................... 154 184 Section 11.15 Waiver of Jury Trial ...................................................................................................... 154 185 Section 11.16 Severability ................................................................................................................... 154 186 Section 11.17 Execution in Counterparts ............................................................................................. 154 187 Section 11.18 Entire Agreement .......................................................................................................... 155 188 Section 11.19 Use of Name .................................................................................................................. 155 189 Section 11.20 Non-Public Information; Confidentiality ...................................................................... 155 190 Section 11.21 Actions in Concert ......................................................................................................... 156 191 Section 11.22 Patriot Act Notice .......................................................................................................... 156 192 Section 11.23 Arrangers, Etc. .............................................................................................................. 156 193 194 SCHEDULES 195 I — Commitments 196 II — Notices 197 3.4 — Post-Closing Covenants 198 4.2 — Required Consents 199

 
-v- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 4.3 — Ownership of Group Members 200 4.7 — Litigation 201 4.12 — Labor Matters 202 4.13 — ERISA 203 4.14 — Environmental Matters 204 4.16(a) — Mortgaged Property 205 4.16(b) — Real Property 206 4.21 — Radio Station Licenses & FCC Licenses 207 4.22 — FCC Matters 208 7.14 — License Subsidiary Exceptions 209 8.1 — Existing Indebtedness 210 8.2 — Existing Liens 211 8.3 — Existing Investments 212 8.9 — Existing Affiliate Transactions 213 214 EXHIBITS 215 Form of 216 A — Assignment 217 B-1 — Term Note 218 B-2 — Revolving Note 219 C — Notice of Borrowing 220 D — Swingline Request 221 E — L/C Request 222 F — Notice of Conversion or Continuation 223 G — Compliance Certificate 224 H — Guaranty and Security Agreement 225 I-1 — Non-Bank Tax Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. 226 Federal Income Tax Purposes) 227 I-2 — Non-Bank Tax Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. 228 Federal Income Tax Purposes) 229 I-3 — Non-Bank Tax Certificate (For Non-U.S. Participants That Are Not Partnerships For 230 U.S. Federal Income Tax Purposes) 231 I-4 — Non-Bank Tax Certificate (For Non-U.S. Participants That Are Partnerships For U.S. 232 Federal Income Tax Purposes) 233 J — Perfection Certificate 234 K — Notice of Repayment/Prepayment/Cancellation 235 236

 
CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 This Credit Agreement, dated as of April 1, 2015, is entered into among TOWNSQUARE ME-237 DIA, INC., a Delaware corporation (the “Borrower” or “Company”), the Lenders (as defined below), the 238 L/C Issuers (as defined below) and ROYAL BANK OF CANADA (“Royal Bank”), as administrative 239 agent and collateral agent for the Lenders and the L/C Issuers (in such capacity, and together with its suc-240 cessors and permitted assigns, the “Administrative Agent”). 241 The parties hereto agree as follows: 242 ARTICLE 1 243 244 DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS 245 Section 1.1 Defined Terms. As used in this Agreement, the following terms have the follow-246 ing meanings: 247 “Acquired Indebtedness” means Indebtedness (1) of a Person or any of its Subsidiaries existing at 248 the time such Person becomes a Restricted Subsidiary, (2) assumed in connection with the acquisition of 249 assets from such Person, in each case whether or not Incurred by such Person in connection with such 250 Person becoming a Restricted Subsidiary of the Borrower or such acquisition or (3) of a Person at the 251 time such Person merges or amalgamates with or into or consolidates or otherwise combines with the 252 Borrower or any Restricted Subsidiary. Acquired Indebtedness shall be deemed to have been Incurred, 253 with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsid-254 iary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acqui-255 sition of assets and, with respect to clause (3) of the preceding sentence, on the date of the relevant mer-256 ger, amalgamation, consolidation or other combination. 257 “Additional Lender” has the meaning set forth in Section 2.19. 258 “Additional Refinancing Lender” means, at any time, any bank, financial institution or other insti-259 tutional lender or investor (other than any such bank, financial institution or other institutional lender or 260 investor that is a Lender at such time) that agrees to provide any portion of Credit Agreement Refinancing 261 Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.20, provided (x) that 262 each Additional Refinancing Lender shall be subject to the approval of (i) the Administrative Agent, such 263 approval not to be unreasonably withheld, conditioned or delayed, to the extent that each such Additional 264 Refinancing Lender is not then an existing Lender, an Affiliate of a then existing Lender or an Approved 265 Fund, (ii) the Borrower and (iii) to the extent required by Section 11.2, the L/C Issuers and the Swingline 266 Lender and (y) any such Additional Refinancing Lender that is an Affiliate Lender shall be subject to the 267 provisions of Section 11.2(c), mutatis mutandis, to the same extent as if such Credit Agreement Refinanc-268 ing Indebtedness and related Obligations had been obtained by such Lender by way of assignment. 269 “Administrative Agent” has the meaning ascribed to it in the preamble of this Agreement. 270 “Affected Lender” has the meaning specified in Section 2.18(a). 271 “Affiliate” means, with respect to any specified Person, any other Person, directly or indirectly, 272 controlling or controlled by or under direct or indirect common control with such specified Person. For 273 the purposes of this definition, “control” when used with respect to any Person means the power to direct 274 the management and policies of such Person, directly or indirectly, whether through the ownership of vot-275 ing securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings cor-276 relative to the foregoing. 277

 
-2- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Affiliate Lenders” has the meaning specified in Section 11.2(b). 278 “Affiliate Transaction” has the meaning specified in Section 8.9. 279 “Agent-Related Persons” means the Administrative Agent, together with its respective Affiliates, 280 officers, directors, employees, partners, agents, advisors and other representatives. 281 “Aggregate Excess Funding Amount” has the meaning specified in Section 2.2(c)(iv). 282 “Agreement” means this Credit Agreement. 283 “All-In Yield” means, as to any Indebtedness, the yield thereof, whether in the form of interest 284 rate, margin, original issue discount, upfront fees, an interest rate floor greater than that applicable to the 285 Initial Term Loans, in each case incurred or payable by the Borrower generally to the Lenders; provided 286 that in determining the yield thereof: (w) original issue discount or upfront fees paid by the Borrower in 287 connection with the Initial Term Loans or such Incremental Term Facility or Incremental Term Loans 288 (based on a four-year average life to maturity or lesser remaining life to maturity), shall be included, (x) 289 any amendments to the Applicable Margin that became effective subsequent to the Closing Date but prior 290 to the time of the addition of such Incremental Term Facility or Incremental Term Loans shall be includ-291 ed, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or 292 payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the 293 Initial Term Loans or to one or more arrangers (or their Affiliates) in their capacities as such applicable to 294 such Incremental Term Facility or Incremental Term Loans shall be excluded and (z) if such Incremental 295 Term Facility or Incremental Term Loans include any interest rate floor greater than that applicable to the 296 Initial Term Loans, and such floor is applicable to the Term Loans on the date of determination, such ex-297 cess amount shall be equated to interest margin for determining the increase. 298 “Anti-Terrorism Laws” has the meaning specified in Section 4.18. 299 “Anti-Terrorism Order” has the meaning specified in Section 4.18. 300 “Anticipated Cure Deadline” has the meaning assigned to such term in Section 9.5. 301 “Applicable Margin” means, with respect to (x) the Initial Term Loans, a percentage equal to 302 2.25% per annum, in the case of Base Rate Loans, and 3.25% per annum, in the case of Eurodollar Rate 303 Loans (y) Revolving Loans and Swingline Loans, a percentage equal to 1.50% per annum, in the case of 304 Base Rate Loans, and 2.50% per annum, in the case of Eurodollar Rate Loans and (z) the Unused Com-305 mitment Fee, a percentage equal to 0.50% per annum. 306 Notwithstanding the foregoing, (v) the Applicable Margin in respect of any Class of Extended 307 Revolving Credit Commitments or any Extended Term Loans or Revolving Loans or Swingline Loans 308 made pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per 309 annum set forth in the relevant Extension Amendment, (w) the Applicable Margin in respect of any Class 310 of Incremental Revolving Increase, any Class of Incremental Term Loans or any Class of Incremental 311 Revolving Loans shall be the applicable percentages per annum set forth in the relevant Incremental 312 Amendment, (x) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the 313 applicable percentages per annum set forth in the relevant agreement, (y) the Applicable Margin in re-314 spect of any Class of Refinancing Revolving Credit Commitments, any Class of Refinancing Revolving 315 Loans or any Class of Refinancing Term Loans shall be the applicable percentages per annum set forth in 316 the relevant agreement and (z) in the case of the Term Loans and any Class of Incremental Term Loans, 317

 
-3- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of 318 Section 2.19(e). 319 “Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of 320 such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) the Revolving Credit 321 Lenders and (c) with respect to the Swingline Facility, (i) the relevant Swingline Lender and (ii) if any 322 Swingline Loans are outstanding pursuant to Section 2.3(a), the Revolving Credit Lenders. 323 “Approved Fund” means, with respect to any Lender, any Person (other than a natural Person) 324 that (a) is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans 325 and similar extensions of credit in the ordinary course of its business and (b) is advised or managed by (i) 326 such Lender, (ii) any Affiliate of such Lender or (iii) any Person (other than an individual) or any Affili-327 ate of any Person (other than an individual) that administers or manages such Lender. 328 “Arrangers” means RBC Capital Markets, Merrill Lynch, Pierce & Fenner Incorporated, Sun-329 Trust Robinson Humphrey, Inc., Macquarie Capital (USA) Inc. and Jefferies Finance LLC, in their capac-330 ities as joint lead arrangers and bookrunners under this Agreement. 331 “Assignment” means an assignment agreement entered into by a Lender, as assignor, and any 332 Person, as assignee, pursuant to the terms and provisions of Section 11.2 (with the consent of any party 333 whose consent is required by Section 11.2), accepted by the Administrative Agent, in substantially the 334 form of Exhibit A, or any other form approved by the Administrative Agent. 335 “Availability” means, as of any date of determination, the amount by which (a) the aggregate Re-336 volving Credit Commitments exceeds (b) the Revolving Credit Outstandings. 337 “Available Amount” means, at any time (the “Reference Date”), an amount equal to the sum of: 338 (a) $25.0 million, plus 339 (b) 50% of the Consolidated Net Income of the Borrower for the period (taken as one 340 accounting period) from the first day of the fiscal quarter during which the Closing Date occurs to 341 the end of the Borrower’s most recently ended fiscal quarter for which internal financial state-342 ments are available, or, in the case such Consolidated Net Income for such period is a deficit, mi-343 nus 100% of such deficit, plus 344 (c) the aggregate Net Cash Proceeds, and the fair market value of property or assets 345 or marketable securities, received by the Borrower from the issue or sale of its Stock (other than 346 Disqualified Stock or Designated Preferred Stock) subsequent to the Closing Date or otherwise 347 contributed to the equity (other than through the issuance of Disqualified Stock or Designated 348 Preferred Stock) of the Company subsequent to the Closing Date (other than (x) Net Cash Pro-349 ceeds or property or assets or marketable securities received from an issuance or sale of such 350 Stock to a Restricted Subsidiary or an employee stock ownership plan or trust established by the 351 Borrower or any Subsidiary of the Borrower for the benefit of its employees to the extent funded 352 by the Borrower or any Restricted Subsidiary, (y) Net Cash Proceeds or property or assets or 353 marketable securities to the extent that any Restricted Payment has been made from such pro-354 ceeds in reliance on Section 8.5(c) and (z) Excluded Contributions), plus 355 (d) the aggregate Net Cash Proceeds, and the fair market value of property or assets 356 or marketable securities, received by the Borrower or any Restricted Subsidiary from the issuance 357 or sale (other than to the Borrower or a Restricted Subsidiary of the Borrower or an employee 358

 
-4- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 stock ownership plan or trust established by the Borrower or any Subsidiary for the benefit of 359 their employees to the extent funded by the Borrower or any Restricted Subsidiary) by the Bor-360 rower or any Restricted Subsidiary subsequent to the Closing Date of any Indebtedness or Dis-361 qualified Stock that has been converted into or exchanged for Stock of the Borrower (other than 362 Disqualified Stock or Designated Preferred Stock) plus, without duplication, the amount of any 363 cash, and the fair market value of property or assets or marketable securities, received by the Bor-364 rower or any Restricted Subsidiary upon such conversion or exchange, plus 365 (e) the aggregate amount received in cash and the fair market value, as determined in 366 good faith by the Borrower, or marketable securities or other property received by means of (i) 367 the sale or other disposition (other than to the Borrower or a Restricted Subsidiary) of any minori-368 ty investments or the stock of any joint ventures made by the Borrower or its Restricted Subsidi-369 aries and repurchases and redemptions of such minority investments or stock of joint ventures 370 from the Borrower or its Restricted Subsidiaries and repayments of loans or advances, and releas-371 es of guarantees, which constitute minority investments by the Borrower or its Restricted Subsid-372 iaries, in each case after the Closing Date or (ii) the sale (other than to the Borrower or a Restrict-373 ed Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted 374 Subsidiary (other than to the extent of the amount of the Investment that constituted a Permitted 375 Investment which will instead increase the amount available under the applicable clause of the 376 definition of “Permitted Investments”) or a dividend from an Unrestricted Subsidiary after the 377 Closing Date, plus 378 (f) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Sub-379 sidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Bor-380 rower or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unre-381 stricted Subsidiary to the Borrower or a Restricted Subsidiary after the Closing Date, the fair 382 market value of the Investment in such Unrestricted Subsidiary (or the assets transferred), as de-383 termined in good faith by the Company, at the time of the redesignation of such Unrestricted Sub-384 sidiary as a Restricted Subsidiary or at the time of such merger, amalgamation or consolidation or 385 transfer of assets (after taking into consideration any Indebtedness associated with the Unrestrict-386 ed Subsidiary so designated or merged, amalgamated or consolidated or Indebtedness associated 387 with the assets so transferred), other than to the extent of the amount of the Investment that con-388 stituted a Permitted Investment, minus 389 (g) the aggregate amount of the Available Amount used to make any Investments 390 made pursuant to Section 8.3(c), any Restricted Payments made pursuant to Section 8.5(c) and 391 any prepayments of Indebtedness made pursuant to Section 8.6(d) during the period commencing 392 on the Closing Date and ending on the Reference Date (and, for purposes of this clause (g), with-393 out taking into account the intended usage of the Available Amount on such Reference Date). 394 “Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.) 395 and the regulations issued from time to time thereunder. 396 “Base Rate” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate, (b) 397 the sum of 0.5% per annum and the Federal Funds Rate, and (c) the sum of (x) the Eurodollar Rate calcu-398 lated for each such day based on an Interest Period of one month determined at 11:00 a.m. London, Eng-399 land time on such day, plus (y) 1.00% per annum, in each instance, as of such day; provided that, not-400 withstanding the foregoing, with respect to the Initial Term Loans only, the Base Rate shall in no event be 401 less than 2.00% per annum. Any change in the Base Rate due to a change in any of the foregoing shall be 402 effective on the effective date of such change in the Prime Rate, the Federal Funds Rate or the Eurodollar 403 Rate for an Interest Period of one month. 404

 
-5- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Base Rate Loan” means any Loan that bears interest based on the Base Rate. 405 “Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA other than a 406 Multiemployer Plan, to which any Group Member sponsors or contributes, or has an obligation to con-407 tribute. 408 “Borrower” has the meaning specified in the preamble to this Agreement. 409 “Borrowing” means a borrowing consisting of Loans (other than Swingline Loans and Loans 410 deemed made pursuant to Section 2.3 or 2.4) made in one Facility on the same day by the Lenders accord-411 ing to their respective Commitments under such Facility. 412 “Business” means collectively, (a) the business conducted by the Borrower or any of the Guaran-413 tors on and as of the Closing Date and (b) any business involving or reasonably related to the ownership, 414 management or operation in the United States of any Radio Stations, any Radio Station Licenses, any 415 FCC Licenses, live events, billboard assets and other outdoor advertising assets and properties, including 416 any ancillary digital or other media associated therewith. 417 “Business Day” means each day that is not a Saturday, Sunday or other day on which banking in-418 stitutions in New York, New York, United States are authorized or required by law to close and, when 419 determined in connection with notices and determinations in respect of any Eurodollar Rate or Eurodollar 420 Rate Loan or any funding, conversion, continuation, Interest Period or payment of any Eurodollar Rate 421 Loan, that is also a day on which dealings in Dollar deposits are carried on in the London interbank mar-422 ket. 423 “Capital Expenditures” means, for any Person for any period, the aggregate of all expenditures, 424 whether or not made through the incurrence of Indebtedness, by such Person and its Subsidiaries during 425 such period for the acquisition, leasing (pursuant to a Capital Lease), construction, replacement, repair, 426 substitution or improvement of fixed or capital assets or additions to equipment, in each case required to 427 be capitalized under GAAP on a Consolidated balance sheet of such Person, excluding (a) interest capital-428 ized during construction, (b) any expenditure to the extent, for purpose of the definition of “Permitted 429 Acquisition,” such expenditure is part of the aggregate amounts payable in connection with, or other con-430 sideration for, any Permitted Acquisition consummated during or prior to such period, (c) expenditures 431 made with the proceeds of equity contributions made to Borrower as equity after the date hereof and (d) 432 expenditures for assets made in connection with the replacement, substitution, restoration or repair of as-433 sets to the extent financed with insurance proceeds paid on account of the loss of or damage to the assets 434 being replaced, substituted for, restored or repaired to the extent permitted hereunder. 435 “Capital Lease” means an obligation that is required to be classified and accounted for as a capi-436 talized lease for financial reporting purposes on the basis of GAAP. The amount of Indebtedness repre-437 sented by such obligation will be the capitalized amount of such obligation at the time any determination 438 thereof is to be made as determined on the basis of GAAP, and the stated maturity thereof will be the date 439 of the last payment of rent or any other amount due under such lease prior to the first date such lease may 440 be terminated without penalty. 441 “Capitalized Lease Obligations” means, at any time, with respect to any Capital Lease, any lease 442 entered into as part of any Sale and Leaseback Transaction of any Person or any synthetic lease, the 443 amount of all obligations of such Person that is (or that would be, if such synthetic lease or other lease 444 were accounted for as a Capital Lease) capitalized on a balance sheet of such Person prepared in accord-445 ance with GAAP. 446

 
-6- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Cash Collateral Account” means a deposit account or securities account in the name of the Bor-447 rower and under the sole control (as defined in the applicable UCC) of the Administrative Agent and (a) 448 in the case of a deposit account, from which the Borrower may not make withdrawals except as permitted 449 by the Administrative Agent and (b) in the case of a securities account, with respect to which the Admin-450 istrative Agent shall be the entitlement holder and the only Person authorized to give entitlement orders 451 with respect thereto. 452 “Cash Collateralize” means pledge and deposit with or deliver to the Administrative Agent, for 453 the benefit of the relevant L/C Issuer and the Appropriate Lenders, as collateral for the L/C Obligations, 454 cash or deposit account balances in a Cash Collateral Account. 455 “Cash Equivalents” means: 456 (a) (i) United States dollars, Canadian dollars, Euro or any national currency of any 457 member state of the European Union; or (ii) any other foreign currency held by the Borrower and 458 the Restricted Subsidiaries in the ordinary course of business; 459 (b) securities issued or directly and fully Guaranteed or insured by the United States 460 or Canadian governments, a member state of the European Union or, in each case, any agency or 461 instrumentality of the foregoing (provided that the full faith and credit obligation of such country 462 or such member state is pledged in support thereof), having maturities of not more than two years 463 from the date of acquisition; 464 (c) certificates of deposit, time deposits, eurodollar time deposits, overnight bank 465 deposits or bankers’ acceptances having maturities of not more than one year from the date of ac-466 quisition thereof issued by any lender or by any bank or trust company (i) whose commercial pa-467 per is rated at least “A-2” or the equivalent thereof by S&P or at least “P-2” or the equivalent 468 thereof by Moody’s (or if at the time neither is issuing comparable ratings, then a comparable rat-469 ing of another Nationally Recognized Statistical Rating Organization) or (ii) (in the event that the 470 bank or trust company does not have commercial paper which is rated) having combined capital 471 and surplus in excess of $100.0 million; 472 (d) repurchase obligations for underlying securities of the types described in clauses 473 (b), (c) and (g) entered into with any bank meeting the qualifications specified in clause (c) 474 above; 475 (e) securities with maturities of one year or less from the date of acquisition backed 476 by standby letters of credit issued by any Person referenced in clause (c) above; 477 (f) commercial paper rated at least (A) “A-1” or higher by S&P or “P-1” or higher 478 by Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of 479 another Nationally Recognized Statistical Rating Organization selected by the Borrower) matur-480 ing within two years after the date of creation thereof or (B) “A-2” or higher by S&P or “P-2” or 481 higher by Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable 482 rating of another Nationally Recognized Statistical Rating Organization selected by the Borrow-483 er) maturing within one year after the date of creation thereof, or, in each case, if no rating is 484 available in respect of the commercial paper, the issuer of which has an equivalent rating in re-485 spect of its long-term debt; 486 (g) marketable short-term money market and similar securities having a rating of at 487 least “P-2” or “A-2” from either S&P or Moody’s, respectively (or, if at the time, neither is issu-488

 
-7- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 ing comparable ratings, then a comparable rating of another Nationally Recognized Statistical 489 Rating Organization selected by the Borrower) and in each case maturing within 24 months after 490 the date of creation or acquisition thereof; 491 (h) readily marketable direct obligations issued by any state, province, common-492 wealth or territory of the United States of America or Canada or any political subdivision, taxing 493 authority or public instrumentality thereof, in each case, having one of the two highest ratings 494 categories by S&P or Moody’s (or, if at the time, neither is issuing comparable ratings, then a 495 comparable rating of another Nationally Recognized Statistical Rating Organization selected by 496 the Borrower) with maturities of not more than two years from the date of acquisition; 497 (i) readily marketable direct obligations issued by any foreign government or any 498 political subdivision, taxing authority or public instrumentality thereof, in each case, having one 499 of the two highest ratings categories obtainable by S&P or Moody’s (or, if at the time, neither is 500 issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical 501 Rating Organization selected by the Borrower) with maturities of not more than two years from 502 the date of acquisition; 503 (j) Investments with average maturities of 12 months or less from the date of acqui-504 sition in money market funds rated within the three highest ratings categories by S&P or Moody’s 505 (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Na-506 tionally Recognized Statistical Rating Organization selected by the Borrower); 507 (k) with respect to any Foreign Subsidiary: (i) obligations of the national government 508 of the country in which such Foreign Subsidiary maintains its chief executive office and principal 509 place of business provided such country is a member of the Organization for Economic Coopera-510 tion and Development, in each case maturing within one year after the date of investment therein, 511 (ii) certificates of deposit of, bankers acceptance of, or time deposits with, any commercial bank 512 which is organized and existing under the laws of the country in which such Foreign Subsidiary 513 maintains its chief executive office and principal place of business provided such country is a 514 member of the Organization for Economic Cooperation and Development, and whose short-term 515 commercial paper rating from S&P is at least “A-1” or the equivalent thereof or from Moody’s is 516 at least “P-1” or the equivalent thereof (any such bank being an “Approved Foreign Bank”), and 517 in each case with maturities of not more than 270 days from the date of acquisition and (iii) the 518 equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank; 519 (l) Indebtedness or Preferred Stock issued by Persons with a rating of “BBB-” or 520 higher from S&P or “Baa3” or higher from Moody’s (or, if at the time, neither is issuing compa-521 rable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Or-522 ganization selected by the Borrower) with maturities of 24 months or less from the date of acqui-523 sition; 524 (m) bills of exchange issued in the United States, Canada, a member state of the Eu-525 ropean Union or Japan eligible for rediscount at the relevant central bank and accepted by a bank 526 (or any dematerialized equivalent); and 527 (n) interests in any investment company, money market, enhanced high yield fund or 528 other investment fund which invests 90% or more of its assets in instruments of the types speci-529 fied in clauses (a) through (m) above; and 530

 
-8- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (o) for purposes of clause 8.4(b), any marketable securities portfolio owned by the 531 Borrower and its subsidiaries on the Issue Date. 532 In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Invest-533 ments made in a country outside the United States of America, Cash Equivalents shall also include 534 (i) investments of the type and maturity described in clauses (a) through (i) and clauses (k) through 535 (n) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings 536 described in such clauses or equivalent ratings from comparable foreign rating agencies and (b) other 537 short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance 538 with normal investment practices for cash management in investments analogous to the foregoing invest-539 ments in clauses (a) through (n) and in this paragraph. Notwithstanding the foregoing, Cash Equivalents 540 shall include amounts denominated in currencies other than those set forth in clause (a) above, provided 541 that such amounts are converted into any currency listed in clause (a) as promptly as practicable and in 542 any event within 10 Business Days following the receipt of such amounts. For the avoidance of doubt, 543 any items identified as Cash Equivalents under this definition (other than clause (o) above) will be 544 deemed to be Cash Equivalents for all purposes under this Agreement regardless of the treatment of such 545 items under GAAP. 546 “Cash Management Agreement” means any agreement to provide cash management services, in-547 cluding automated clearing house transfers of funds, treasury, depository, overdraft, credit or debit card, 548 purchasing and/or cash management services including controlled disbursement services, overdraft facili-549 ties, foreign exchange facilities, deposit and other account and merchant services to any Loan Party. 550 “Cash Management Bank” means any Person that (i) at the time it enters into a Cash Management 551 Agreement, is the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or a Lend-552 er, or (ii) is, as of the Closing Date, the Administrative Agent, a Lender or an Affiliate of the Administra-553 tive Agent or a Lender and a party to a Cash Management Agreement entered into on or prior to the Clos-554 ing Date, in each case, in its capacity as a party to such Cash Management Agreement. 555 “CERCLA” means the United States Comprehensive Environmental Response, Compensation, 556 and Liability Act (42 U.S.C. §§ 9601 et seq.). 557 “CFC” means a Subsidiary of Borrower that is a “controlled foreign corporation” within the 558 meaning of Section 957 of the Code. 559 “CFC Holding Company” means a Domestic Subsidiary of Borrower substantially all of the as-560 sets of which consist of equity or debt of one or more Foreign Subsidiaries that are CFCs. 561 “Change of Control” means: 562 (a) the Borrower becomes aware of (by way of a report or any other filing pursuant 563 to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) any “person” or 564 “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange 565 Act as in effect on the Closing Date), other than one or more Permitted Investors, is or becomes 566 the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect 567 on the Closing Date), directly or indirectly, of more than 50% of the total voting power of the 568 Voting Stock of the Borrower; 569 (b) the sale, lease, transfer, conveyance or other disposition (other than by way of 570 merger, amalgamation, consolidation or other business combination transaction), in one or a se-571 ries of related transactions, of all or substantially all of the assets of the Borrower and its Restrict-572

 
-9- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 ed Subsidiaries taken as a whole to a Person, other than a Restricted Subsidiary or one or more 573 Permitted Investor; or 574 (c) a “Change of Control” or any term of similar effect, as defined in the Senior 575 Notes Indenture or in any other document governing Material Debt of any Group Member shall 576 occur. 577 “Class” (a) when used with respect to any Lender, refers to whether such Lender has a Loan or 578 Commitment with respect to a particular Class of Loans or Commitments, (b) when used with respect to 579 Commitments, refers to whether such Commitments are Revolving Credit Commitments, Extended Re-580 volving Credit Commitments of a given Extension Series, Incremental Revolving Increase, Refinancing 581 Revolving Credit Commitments of a given Refinancing Series, Initial Term Commitments, Incremental 582 Term Commitments, Refinancing Term Commitments of a given Refinancing Series or Commitments in 583 respect of Replacement Term Loans and (c) when used with respect to Loans refers to whether such 584 Loans, are Revolving Loans, extensions of credit under Extended Revolving Credit Commitments of a 585 given Extension Series, Incremental Revolving Loans, extensions of credit under Refinancing Revolving 586 Credit Commitments of a given Refinancing Series, Initial Term Loans, Extended Term Loans of a given 587 Extension Series, Incremental Term Loans, Refinancing Term Loans of a given Refinancing Series or 588 Replacement Term Loans. Commitments (and in each case, the Loans made pursuant to such Commit-589 ments) that have different terms and conditions shall be construed to be in different Classes. Commit-590 ments (and, in each case, the Loans made pursuant to such Commitments) that have the same terms and 591 conditions shall be construed to be in the same Class. 592 “Closing Date” means the first date on which all of the conditions precedent to effectiveness of 593 this Agreement set forth in Article 3 have been satisfied or duly waived, which date is April 1, 2015. 594 “Code” means the U.S. Internal Revenue Code of 1986, as amended. 595 “Collateral” means all property and interests in property and proceeds thereof now owned or 596 hereafter acquired by any Loan Party in or upon which a Lien is granted or purported to be granted pursu-597 ant to any Loan Document. 598 “Commitment” means with respect to any Lender, such Lender’s Revolving Credit Commitment, 599 Extended Revolving Credit Commitment of a given Extension Series, Refinancing Revolving Credit 600 Commitment of a given Refinancing Series, Initial Term Loan Commitment, Incremental Term Commit-601 ment, Refinancing Term Commitment of a given Refinancing Series, as the context may require. 602 “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as 603 amended from time to time, and any successor statute. 604 “Communications Laws” has the meaning specified in Section 4.22(a). 605 “Compliance Certificate” means a certificate substantially in the form of Exhibit G. 606 “Consolidated” means, with respect to any Person, the accounts of such Person and its Subsidiar-607 ies consolidated in accordance with GAAP. 608 “Consolidated Depreciation and Amortization Expense” means, with respect to any Person for 609 any period, the total amount of depreciation and amortization expense, including amortization or write-off 610 of (i) intangibles and non-cash organization costs and (ii) deferred financing fees or costs, capitalized ex-611 penditures, customer acquisition costs and incentive payments, conversion costs and contract acquisition 612

 
-10- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 costs, the amortization of original issue discount resulting from the issuance of Indebtedness at less than 613 par and amortization of favorable or unfavorable lease assets or liabilities, of such Person and its Restrict-614 ed Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with 615 GAAP and any write down of assets or asset value carried on the balance sheet. 616 “Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net 617 Income of such Person for such period: 618 (1) increased (without duplication) by: 619 (a) provision for taxes based on income or profits or capital, including, 620 without limitation, federal, state, provincial, local, foreign, unitary, franchise and similar 621 taxes and foreign withholding and similar taxes of such Person paid or accrued during 622 such period, including any penalties and interest relating to any tax examinations, deduct-623 ed (and not added back) in computing Consolidated Net Income; plus 624 (b) Fixed Charges of such Person for such period (including (x) net losses on 625 any Hedging Agreement or other derivative instruments entered into for the purpose of 626 hedging interest rate, currency or commodities risk, (y) bank fees and (z) costs of surety 627 bonds in connection with financing activities, plus amounts excluded from the definition 628 of “Consolidated Interest Expense” pursuant to clauses (t) through (z) in clause 629 (1) thereof), to the extent the same were deducted (and not added back) in calculating 630 such Consolidated Net Income; plus 631 (c) Consolidated Depreciation and Amortization Expense of such Person for 632 such period to the extent the same were deducted (and not added back) in computing 633 Consolidated Net Income; plus 634 (d) any (x) Transaction Expense and (y) any fees, costs, expenses or charges 635 (other than Consolidated Depreciation and Amortization Expense) related to any actual, 636 proposed or contemplated issuance of Stock, Permitted Investment, acquisition, disposi-637 tion, recapitalization or the incurrence of Indebtedness permitted to be incurred by this 638 Agreement (including a refinancing thereof) (whether or not successful), including 639 (i) such fees, expenses or charges related to the offering of the Senior Notes, this Agree-640 ment (including Letter of Credit Fees), any other Facility and (ii) any amendment, waiver 641 or other modification of the Senior Notes, this Agreement, any other Facility, any other 642 Indebtedness permitted to be incurred under this Agreement or an issuance of Stock, in 643 each case, whether or not consummated, to the extent the same were deducted (and not 644 added back) in computing Consolidated Net Income; plus 645 (e) (i) the amount of any restructuring charge, reserve, integration cost or 646 other business optimization expense or cost (including charges directly related to the im-647 plementation of cost savings initiatives) that is deducted (and not added back) in such pe-648 riod in computing Consolidated Net Income, including any one-time costs incurred in 649 connection with acquisitions or divestitures after the Closing Date, including, without 650 limitation, those related to any severance, retention, signing bonuses, relocation, recruit-651 ing and other employee related costs, future lease commitments and costs related to the 652 opening and closure and/or consolidation of facilities and to existing lines of business and 653 (ii) fees, costs and expenses associated with acquisition related litigation and settlements 654 thereof; plus 655

 
-11- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (f) any other non-cash charges, write-downs, expenses, losses or items re-656 ducing Consolidated Net Income for such period including any impairment charges or the 657 impact of purchase accounting (excluding any such non-cash charge, write-down or item 658 to the extent it represents an accrual or reserve for a cash expenditure for a future period); 659 plus 660 (g) [reserved]; plus 661 (h) the amount of management, monitoring, advisory, consulting, refinanc-662 ing, subsequent transaction and exit fees (including termination fees) and related indem-663 nities and expenses paid or accrued in such period to Oaktree to the extent permitted un-664 der Section 8.9(m); plus 665 (i) the amount of “run rate” cost savings, operating expense reductions, oth-666 er operating improvements and initiatives and synergies projected by the Borrower in 667 good faith to be reasonably anticipated to be realizable (calculated on a pro forma basis 668 as though such cost savings, operating expense reductions, other operating improvements 669 and initiatives and synergies had been realized on the first day of such period), net of the 670 amount of actual benefits realized during such period from such actions; provided that (x) 671 such cost savings are reasonably identifiable and attributable to the actions specified and 672 reasonably anticipated to result from such actions (in the good faith determination of the 673 Company) and (y) such actions have been taken or are to be taken within 18 months; pro-674 vided, further, that the aggregate amount that may be added back pursuant to this clause 675 (i) shall not exceed 20.0% of Consolidated EBITDA for such period (prior to giving ef-676 fect to such add back); plus 677 (j) any costs or expense incurred by the Borrower or a Restricted Subsidiary 678 pursuant to any management equity plan or stock option plan or any other management or 679 employee benefit plan or agreement or any stock subscription or shareholder agreement, 680 to the extent that such cost or expenses are funded with cash proceeds contributed to the 681 capital of the Borrower or net cash proceeds of an issuance of Stock (other than Disquali-682 fied Stock) of the Borrower solely to the extent that such net cash proceeds are excluded 683 from the calculation of Available Amount; plus 684 (k) cash receipts (or any netting arrangements resulting in reduced cash ex-685 penditures) not representing Consolidated EBITDA or Consolidated Net Income in any 686 period to the extent non-cash gains relating to such income were deducted in the calcula-687 tion of Consolidated EBITDA pursuant to clause (2) below for any previous period and 688 not added back; plus 689 (l) any net loss included in the Consolidated Net Income attributable to non-690 controlling interests pursuant to the application of Accounting Standards Codification 691 Topic 810-10-45 (“Topic 810”); plus; 692 (m) realized foreign exchange losses resulting from the impact of foreign cur-693 rency changes on the valuation of assets or liabilities on the balance sheet of the Borrow-694 er and its Restricted Subsidiaries; plus 695 (n) net realized losses from Hedging Agreements or embedded derivatives 696 that require similar accounting treatment and the application of Accounting Standard 697

 
-12- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Codification Topic 815 and related pronouncements during such period deducted (and 698 not added back) in computing Consolidated Net Income. 699 (2) decreased (without duplication) by: (a) non-cash gains increasing Consolidated 700 Net Income of such Person for such period, excluding any non-cash gains to the extent they rep-701 resent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated 702 EBITDA in any prior period and any non-cash gains with respect to cash actually received in a 703 prior period so long as such cash did not increase Consolidated EBITDA in such prior period; 704 plus (b) realized foreign exchange income or gains resulting from the impact of foreign currency 705 changes on the valuation of assets or liabilities on the balance sheet of the Borrower and its Re-706 stricted Subsidiaries; plus (c) any net realized income or gains from Hedging Agreements or em-707 bedded derivatives that require similar accounting treatment and the application of Accounting 708 Standard Codification Topic 815 and related pronouncements; plus (d) any net income included 709 in Consolidated Net Income attributable to non-controlling interests pursuant to the application of 710 Topic 810; and 711 (3) increased or decreased (without duplication) by, as applicable, any adjustments 712 resulting from the application of Accounting Standards Codification Topic 460 or any compara-713 ble regulation. 714 “Consolidated Interest Expense” means, with respect to any Person for any period, without dupli-715 cation, the sum of: 716 (1) consolidated interest expense of such Person and its Restricted Subsidiaries for 717 such period, to the extent such expense was deducted (and not added back) in computing Consol-718 idated Net Income (including (a) amortization of original issue discount or premium resulting 719 from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees 720 and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest 721 payments (but excluding any non-cash interest expense attributable to the movement in the mark 722 to market valuation of obligations under Hedging Agreements or other derivative instruments 723 pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net 724 payments, if any, pursuant to interest rate Hedging Agreements with respect to Indebtedness, and 725 excluding (t) penalties and interests relating to taxes, (u) any additional cash interest owing pur-726 suant to any registration rights agreement, (v) accretion or accrual of discounted liabilities other 727 than Indebtedness, (w) any expense resulting from the discounting of any Indebtedness in connec-728 tion with the application of purchase accounting in connection with any acquisition, (x) amortiza-729 tion of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any ex-730 pensing of bridge, commitment and other financing fees, and (z) interest with respect to Indebt-731 edness of any Parent Entity of such Person appearing upon the balance sheet of such Person sole-732 ly by reason of push-down accounting under GAAP); plus 733 (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for 734 such period, whether paid or accrued; less 735 (3) interest income for such period. 736 For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to ac-737 crue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such 738 Capitalized Lease Obligation in accordance with GAAP. 739

 
-13- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Consolidated Net Income” means, with respect to any Person for any period, the net income 740 (loss) of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis on 741 the basis of GAAP; provided, however, that there will not be included in such Consolidated Net Income: 742 (1) any net income (loss) of any Person if such Person is not a Restricted Subsidiary, 743 except that the Borrower’s equity in the net income of any such Person for such period will be in-744 cluded in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents 745 actually distributed or that (as reasonably determined by an Responsible Officer of the Borrower) 746 could have been distributed by such Person during such period to the Borrower or its Restricted 747 Subsidiaries as a dividend or other distribution or return on investment (subject, in the case of a 748 dividend or other distribution or return on investment to a Restricted Subsidiary, to the limitations 749 contained in clause (2) below); 750 (2) solely for the purpose of determining the Available Amount, any net income 751 (loss) of any Restricted Subsidiary (other than the Guarantors) if such Restricted Subsidiary is 752 subject to restrictions, directly or indirectly, on the payment of dividends or the making of distri-753 butions by such Restricted Subsidiary, directly or indirectly, to the Borrower or a Guarantor by 754 operation of the terms of such Restricted Subsidiary’s articles, charter or any agreement, instru-755 ment, judgment, decree, order, statute or governmental rule or regulation applicable to such Re-756 stricted Subsidiary or its shareholders (other than (a) restrictions that have been waived or other-757 wise released, (b) restrictions pursuant to this Agreement, the Senior Notes, or the Senior Note 758 Indenture, and (c) restrictions specified in Section 8.2(cc)), except that the Company’s equity in 759 the net income of any such Restricted Subsidiary for such period will be included in such Consol-760 idated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or 761 that could have been distributed by such Restricted Subsidiary during such period to the Borrower 762 or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a divi-763 dend to another Restricted Subsidiary, to the limitation contained in this clause); 764 (3) any gain (or loss), together with any related provisions for Taxes on any such 765 gain (or the tax effect of any such loss), realized upon the sale or other disposition of any asset 766 (including pursuant to any Sale and Leaseback Transaction) or disposed operations of the Bor-767 rower or any of its Restricted Subsidiaries which is not sold or otherwise disposed of in the ordi-768 nary course of business (as determined in good faith by a Responsible Officer or the board of di-769 rectors of the Borrower); 770 (4) any extraordinary, exceptional, unusual or nonrecurring gain, loss, charge or ex-771 pense or any charges, expenses or reserves in respect of any restructuring, redundancy or sever-772 ance expense; 773 (5) the cumulative effect of a change in accounting principles, including any impact 774 resulting from an election by the Company to apply IFRS at any time following the Closing Date; 775 (6) any (i) non-cash compensation charge or expense arising from any grant of stock, 776 stock options or other equity based awards and any non-cash deemed finance charges in respect 777 of any pension liabilities or other provisions or on the re-valuation of any benefit plan obligation 778 and (ii) income (loss) attributable to deferred compensation plans or trusts; 779 (7) all deferred financing costs written off and premiums paid or other expenses in-780 curred directly in connection with any early extinguishment of Indebtedness and any net gain 781 (loss) from any write-off or forgiveness of Indebtedness; 782

 
-14- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (8) any unrealized gains or losses in respect of any Hedging Agreements or any inef-783 fectiveness recognized in earnings related to qualifying hedge transactions or the fair value of 784 changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in 785 each case, in respect of any Hedging Agreements; 786 (9) any unrealized foreign currency translation or transaction gains or losses in re-787 spect of Indebtedness of any Person denominated in a currency other than the functional currency 788 of such Person and any unrealized foreign exchange gains or losses relating to translation of as-789 sets and liabilities denominated in foreign currencies; 790 (10) any unrealized foreign currency translation or transaction gains or losses in re-791 spect of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary owing to 792 the Borrower or any Restricted Subsidiary; 793 (11) any purchase accounting effects including adjustments to inventory, property and 794 equipment, software and other intangible assets and deferred revenue in component amounts re-795 quired or permitted by GAAP and related authoritative pronouncements (including the effects of 796 such adjustments pushed down to the Borrower or its Subsidiaries), as a result of any consum-797 mated acquisition, or the amortization or write-off of any amounts thereof (including any write-798 off of in process research and development); 799 (12) any goodwill or other intangible asset impairment charge or write-off; 800 (13) any after-tax effect of income (loss) from the early extinguishment or cancella-801 tion of Indebtedness or any Hedging Agreements or other derivative instruments; 802 (14) accruals and reserves that are established or adjusted within twelve months after 803 the Closing Date that are so required to be established or adjusted as a result of the Transactions 804 in accordance with GAAP; 805 (15) any net unrealized gains and losses resulting from Hedging Agreements or em-806 bedded derivatives that require similar accounting treatment and the application of Accounting 807 Standards Codification Topic 815 and related pronouncements; 808 (16) the amount of any expense to the extent a corresponding amount is received in 809 cash by the Borrower and its Restricted Subsidiaries from a Person other than the Borrower or 810 any of its Subsidiaries under any agreement providing for reimbursement of any such expense, 811 provided such reimbursement payment has not been included in determining Consolidated Net 812 Income (it being understood that if the amounts received in cash under any such agreement in any 813 period exceed the amount of expense in respect of such period, such excess amounts received 814 may be carried forward and applied against expense in future periods); and 815 (17) any deferred Tax expense associated with Tax deductions or net operating losses 816 arising as a result of the Transactions, or the release of any valuation allowances related to such 817 item. 818 In addition, to the extent not already included in the Consolidated Net Income of such Person and 819 its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net 820 Income shall include (i) any expenses and charges that are reimbursed by indemnification or other reim-821 bursement provisions in connection with any investment or any sale, conveyance, transfer or other dispo-822 sition of assets permitted hereunder, or, so long as the Borrower has made a determination that there ex-823

 
-15- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 ists reasonable evidence that such amount will in fact be reimbursed and only to the extent that such 824 amount is (A) not denied by the applicable payor in writing within 180 days and (B) in fact reimbursed 825 within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent 826 not so reimbursed within 365 days) and (ii) to the extent covered by insurance (including business inter-827 ruption insurance) and actually reimbursed, or, so long as the Borrower has made a determination that 828 there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the 829 extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in 830 fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added 831 back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events 832 or business interruption. 833 “Consolidated Total Debt” means, as at any date of determination, an amount equal to the sum of 834 (1) the aggregate amount of all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries 835 on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capital-836 ized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments and 837 (2) the aggregate amount of all outstanding Disqualified Stock of the Borrower and all Disqualified Stock 838 and Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Dis-839 qualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liqui-840 dation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis 841 in accordance with GAAP; provided that Indebtedness of the Borrower and its Subsidiaries under any 842 revolving credit facility or line of credit as at any date of determination shall be determined using the Av-843 erage Quarterly Balance of such Indebtedness for the most recently ended four fiscal quarters for which 844 internal financial statements are available as of such date of determination (the “Reference Period”). For 845 purposes hereof, (a) the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock 846 that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Dis-847 qualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any 848 date on which Consolidated Total Debt shall be required to be determined pursuant to this Agreement, 849 and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Pre-850 ferred Stock, such fair market value shall be determined reasonably and in good faith by the Borrower, (b) 851 “Average Quarterly Balance” means, with respect to any Indebtedness incurred by the Borrower or its 852 Subsidiaries under a revolving facility or line of credit, the quotient of (x) the sum of each Individual 853 Quarterly Balance for each fiscal quarter ended on or prior to such date of determination and included in 854 the Reference Period divided by (y) 4, and (c) “Individual Quarterly Balance” means, with respect to any 855 Indebtedness incurred by the Borrower or its Restricted Subsidiaries under a revolving credit facility or 856 line of credit during any fiscal quarter of the Borrower, the quotient of (x) the sum of the aggregate out-857 standing principal amount of all such Indebtedness at the end of each day of such quarter divided by (y) 858 the number of days in such fiscal quarter. 859 “Consolidated Working Capital” means, at any date, the excess of (i) the sum of all amounts (oth-860 er than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the cap-861 tion “total current assets” (or any like caption) on a consolidated balance sheet of Borrower and its Re-862 stricted Subsidiaries at such date excluding the current portion of current and deferred income taxes over 863 (ii) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total 864 current liabilities” (or any like caption) on a consolidated balance sheet of Borrower and its Restricted 865 Subsidiaries on such date, including deferred revenue but excluding, without duplication, (a) the current 866 portion of any Funded Debt, (b) all Indebtedness consisting of Loans and Capital Leases to the extent oth-867 erwise included therein, (c) the current portion of interest, (d) the current portion of current and deferred 868 income taxes, (e) any liabilities that are not Indebtedness and will not be settled in cash or Cash Equiva-869 lents during the next succeeding twelve month period after such date, (f) the effects from applying pur-870 chase accounting, (g) any accrued professional liability risks and (h) restricted marketable securities. 871

 
-16- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Constituent Documents” means, with respect to any Person, collectively and, in each case, to-872 gether with any modification of any term thereof, (a) the articles of incorporation, certificate of incorpora-873 tion, constitution or certificate of formation of such Person, (b) the bylaws, operating agreement or joint 874 venture agreement of such Person, (c) any other constitutive, organizational or governing document of 875 such Person, whether or not equivalent, and (d) any other document setting forth the manner of election or 876 duties of the directors, officers or managing members of such Person or the designation, amount or rela-877 tive rights, limitations and preferences of any Stock of such Person. 878 “Contractual Obligation” means, with respect to any Person, any provision of any Security issued 879 by such Person or of any document or undertaking (other than a Loan Document) to which such Person is 880 a party or by which it or any of its property is bound or to which any of its property is subject. 881 “Copyrights” means all rights, title and interests (and all related IP Ancillary Rights) arising un-882 der any Requirement of Law in or relating to copyrights and all mask work, database and design rights, 883 whether or not registered or published, all registrations and recordations thereof and all applications in 884 connection therewith. 885 “Corporate Chart” means a document in form reasonably acceptable to the Administrative Agent 886 and setting forth, as of a date set forth therein, for each Person that is a Loan Party, that is subject to Sec-887 tion 7.10 or that is a Subsidiary or joint venture of any of them, (a) the full legal name of such Person, 888 (b) the jurisdiction of organization and any organizational number and tax identification number of such 889 Person, (c) the location of such Person’s chief executive office (or, if applicable, sole place of business) 890 and (d) the number of shares of each class of Stock of such Person (other than Borrower) authorized, the 891 number outstanding and the number and percentage of such outstanding shares for each such class owned, 892 directly or indirectly, by any Loan Party or any Subsidiary of any of them. 893 “Credit Agreement Refinancing Indebtedness” means (a) Permitted First Priority Refinancing 894 Debt, (b) Permitted Junior Priority Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or 895 (d) other Indebtedness incurred pursuant to a Refinancing Amendment, in each case, issued, incurred or 896 otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange 897 for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, any Class of existing 898 Term Loans or any Class of existing Revolving Loans (or unused Revolving Credit Commitments), or 899 any then-existing Credit Agreement Refinancing Indebtedness (the “Refinanced Debt”); provided that 900 (i) such Indebtedness has a maturity no earlier, and a Weighted Average Life to Maturity equal to or 901 greater, than the Refinanced Debt, (ii) such Indebtedness shall not have a greater principal amount than 902 the principal amount (or accreted value, if applicable) of the Refinanced Debt plus accrued interest, fees, 903 premiums (if any) and penalties thereon and fees and expenses associated with the refinancing, plus an 904 amount equal to any existing commitments unutilized thereunder, plus the principal amount of additional 905 Indebtedness expressly permitted to be incurred pursuant to a separate basket under Section 8.1 (i.e., other 906 than a Permitted Refinancing basket or any basket that provides for Credit Agreement Refinancing In-907 debtedness), (iii) the terms and conditions of such Indebtedness (except as otherwise provided in 908 clause (ii) above, but including with respect to pricing, fees, rate floors and optional prepayment or re-909 demption terms) are substantially identical to, or (taken as a whole) are not materially more favorable to 910 the lenders providing such Credit Agreement Refinancing Indebtedness than those applicable to the Re-911 financed Debt (unless (1) the Lenders under any Class of existing Term Loans and any Class of existing 912 Revolving Loans and unused Revolving Credit Commitments also receive the benefit of such more re-913 strictive terms (it being understood to the extent that any covenant is added for the benefit of any Credit 914 Agreement Refinancing Indebtedness, no consent shall be required from the Administrative Agent or any 915 Lender to the extent that such covenant is also added for the benefit of the existing Term Loans and Re-916 volving Loans and Revolving Credit Commitments) or (2) any such provisions are applicable only to pe-917 riods after the Latest Maturity Date existing at the time of such refinancing), (iv) the All-In Yield with 918

 
-17- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 respect such Credit Agreement Refinancing Indebtedness shall be determined by the Borrower and the 919 lenders providing such Credit Agreement Refinancing Indebtedness, (v) such Refinanced Debt shall be 920 repaid, repurchased, retired, defeased or satisfied and discharged, and all accrued interest, fees, premiums 921 (if any) and penalties in connection therewith shall be paid, on the date such Credit Agreement Refinanc-922 ing Indebtedness is issued, incurred or obtained, (vi) such Indebtedness is not at any time guaranteed by 923 any Person other than Guarantors, (vii) to the extent secured, such Indebtedness is not secured by property 924 other than the Collateral, (viii) if the Refinanced Debt is subordinated in right of payment to, or to the 925 Liens securing, the Obligations, then any Credit Agreement Refinancing Indebtedness shall be subordi-926 nated in right of payment to, or to the Liens securing, the Obligations, as applicable, on terms (a) substan-927 tially identical to, or (taken as a whole) are not materially more favorable to the Lenders as those con-928 tained in the documentation governing the Refinanced Debt including any intercreditor or similar agree-929 ments); provided that the foregoing shall not be required if (i) the Lenders under the Refinanced Debt also 930 receive the benefit of such more restrictive terms (it being understood to the extent that any covenant is 931 added for the benefit of any Credit Agreement Refinancing Indebtedness, no consent shall be required 932 from the Administrative Agent or any Lender to the extent that such covenant is also added for the benefit 933 of any corresponding existing facility or (ii) any such provisions are applicable only to periods after the 934 latest final maturity date of the Loans existing at the time of such refinancing or (b) otherwise reasonably 935 acceptable to the Administrative Agent, (ix) any Credit Agreement Refinancing Indebtedness shall be 936 pari passu or junior in right of payment and, if secured, secured on a pari passu or junior basis with re-937 spect to security, with respect to the Revolving Credit Facility and the Term Facility, to the extent out-938 standing and (x) no Credit Agreement Refinancing Indebtedness that is a Term Loan shall be voluntarily 939 or mandatorily prepaid prior to repayment in full of (or, if junior in right of payment or as to security, on a 940 junior basis with respect to) the Initial Term Loans unless, solely in the case such Credit Agreement Refi-941 nancing Indebtedness is pari passu in right of payment and security with the Initial Term Loans, accom-942 panied by at least a ratable payment of the Initial Term Loans, and any such Credit Agreement Refinanc-943 ing Indebtedness that is pari passu in right of payment and security with the Initial Term Loans may par-944 ticipate on a pro rata basis or on less than a pro rata basis (but not greater than pro rata basis) in any man-945 datory prepayments hereunder. 946 “Default” means any event that is, or with the passage of time or the giving of notice or both, 947 would become an Event of Default; provided that any Default that results solely from the taking of an 948 action that would have been permitted but for the continuation of a previous Default will be deemed to be 949 cured if such previous Default is cured prior to becoming an Event of Default. 950 “Designated Non-Cash Consideration” means the fair market value (as determined in good faith 951 by the Borrower) of non-cash consideration received by the Borrower or one of its Restricted Subsidiaries 952 in connection with an asset sale that is so designated as “Designated Non-Cash Consideration” pursuant 953 to a certificate of a Responsible Officer, setting forth the basis of such valuation, less the amount of cash 954 or Cash Equivalents received in connection with a subsequent payment, redemption, retirement, sale or 955 other disposition of such Designated Non-Cash Consideration. A particular item of Designated Non-Cash 956 Consideration will no longer be considered to be outstanding when and to the extent it has been paid, re-957 deemed or otherwise retired or sold or otherwise disposed of in compliance with Section 8.4. 958 “Designated Preferred Stock” means, with respect to the Company, Preferred Stock (other than 959 Disqualified Stock) (a) that is issued for cash (other than to the Company, the Company or a Subsidiary of 960 the Company or an employee stock ownership plan or trust established by the Borrower or any such Sub-961 sidiary for the benefit of their employees to the extent funded by the Borrower or such Subsidiary) and 962 (b) that is designated as “Designated Preferred Stock” pursuant to a certificate of a Responsible Officer of 963 the Borrower at or prior to the issuance thereof, the Net Cash Proceeds of which are excluded from the 964 calculation of the Available Amount. 965

 
-18- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Disclosure Documents” means, collectively, (a) all confidential information memoranda and re-966 lated materials prepared in connection with the syndication of the Facilities and (b) all other documents 967 filed by any Group Member with the SEC. 968 “Disinterested Director” means, with respect to any Affiliate Transaction, a member of the Board 969 of Directors of the Borrower having no material direct or indirect financial interest in or with respect to 970 such Affiliate Transaction. A member of the Board of Directors of the Borrower shall be deemed not to 971 have such a financial interest by reason of such member’s holding Stock of the Borrower or any options, 972 warrants or other rights in respect of such Stock. 973 “Disqualified Stock” means, with respect to any Person, any Stock of such Person which by its 974 terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon 975 the happening of any event: 976 (1) matures or is mandatorily redeemable for cash or in exchange for Indebtedness 977 pursuant to a sinking fund obligation or otherwise; or 978 (2) is or may become (in accordance with its terms) upon the occurrence of certain 979 events or otherwise redeemable or repurchasable for cash or in exchange for Indebtedness at the 980 option of the holder of the Stock in whole or in part, 981 in each case on or prior to a date that is at least 180 days after the Latest Maturity Date then in effect at 982 the date of such issuance of Stock; provided, however, that (i) only the portion of Stock which so matures 983 or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the 984 holder thereof prior to such date will be deemed to be Disqualified Stock and (ii) any Stock that would 985 constitute Disqualified Stock solely because the holders thereof have the right to require such Person to 986 repurchase such Stock upon the occurrence of a change of control or asset sale (howsoever defined or re-987 ferred to) shall not constitute Disqualified Stock if any such redemption or repurchase obligation is sub-988 ject to compliance by the relevant Person with Section 8.5; provided, however, that if such Stock is issued 989 to any plan for the benefit of employees of such Person or its Subsidiaries or by any such plan to such 990 employees, such Stock shall not constitute Disqualified Stock solely because it may be required to be re-991 purchased by the such Person or its Subsidiaries in order to satisfy applicable statutory or regulatory obli-992 gations. 993 “Dollars” and the sign “$” each mean the lawful money of the United States of America. 994 “Domestic Person” means any “United States person” under and as defined in Section 770l(a)(30) 995 of the Code. 996 “Domestic Subsidiary” means each Subsidiary of Borrower that is organized under the laws of 997 the United States, any state thereof, or the District of Columbia. 998 “E-Fax” means any system used to receive or transmit faxes electronically. 999 “Electronic Transmission” means each document, instruction, authorization, file, information and 1000 any other communication transmitted, posted or otherwise made or communicated by e-mail or E-Fax, or 1001 otherwise to or from an E-System or other equivalent service. 1002 “Engagement Letter” means the engagement letter, dated as of March 16, 2015, addressed to the 1003 Borrower from the Arrangers and accepted by the Borrower. 1004

 
-19- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Environmental Laws” means all Requirements of Law and terms and conditions in Permits im-1005 posing liability or standards of conduct for or relating to the regulation and protection of human health 1006 and safety, the environment and natural resources, including CERCLA, the SWDA, the Hazardous Mate-1007 rials Transportation Act (49 U.S.C. §§ 5101 et seq.), the Federal Insecticide, Fungicide, and Rodenticide 1008 Act (7 U.S.C. §§ 136 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Clean 1009 Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), 1010 the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), the Safe Drinking Water Act (42 1011 U.S.C. §§ 300(f) et seq.), all regulations promulgated under any of the foregoing, all analogous Require-1012 ments of Law and Permits and any environmental transfer of ownership notification or approval statutes, 1013 including the Industrial Site Recovery Act (N.J. Stat. Ann. §§ 13:1K-6 et seq.). 1014 “Environmental Liabilities” means all Liabilities (including costs of Remedial Actions, natural 1015 resource damages and costs and expenses of investigation and feasibility studies) that may be imposed on, 1016 incurred by or asserted against any Group Member as a result of, or related to, any claim, suit, action, in-1017 vestigation, proceeding or demand by any Person, whether based in contract, tort, implied or express war-1018 ranty, strict liability, criminal or civil statute or common law or otherwise, arising under any Environmen-1019 tal Law or in connection with any environmental, health or safety condition or with any Release and re-1020 sulting from the ownership, lease, sublease or other operation or occupation of property by any Group 1021 Member, whether on, prior or after the date hereof. 1022 “ERISA” means the United States Employee Retirement Income Security Act of 1974. 1023 “ERISA Affiliate” means, collectively, any Group Member, and any Person under common con-1024 trol, or treated as a single employer, with any Group Member, within the meaning of Section 414(b) or (c) 1025 of the Code or, solely for purposes of Section 412 of the Code, under Section 414(m) or (o) of the Code. 1026 “ERISA Event” means any of the following: (a) a reportable event described in Section 4043(c) 1027 of ERISA (other than any such event for which the 30-day notice requirement has been duly waived un-1028 der the applicable regulations) with respect to a Title IV Plan, (b) the withdrawal of any ERISA Affiliate 1029 from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial 1030 employer, as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a 1031 withdrawal under Section 4062(e) of ERISA, (c) the complete or partial withdrawal of any ERISA Affili-1032 ate from any Multiemployer Plan, (d) with respect to any Multiemployer Plan, the filing of a notice of 1033 reorganization, insolvency or termination (or treatment of a plan amendment as a termination) under Sec-1034 tion 4041A of ERISA or a determination that a Multiemployer Plan is in “endangered” or “critical” status 1035 (within the meaning of Section 432 of the Code or Section 305 of ERISA), (e) the filing of a notice of 1036 intent to terminate a Title IV Plan (or treatment of a plan amendment as a termination) under Section 1037 4041 of ERISA, (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by 1038 the PBGC, (g) the failure of an ERISA Affiliate to make any required contribution to any Title IV Plan or 1039 Multiemployer Plan when due, (h) with respect to any Title IV Plan, a failure to satisfy the minimum 1040 funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived; (i) a 1041 determination that any Title IV Plan is, or is expected to be, in “at-risk” status (as defined in Section 1042 303(i)(4) of ERISA or Section 430(i)(4) of the Code), (j) the imposition of a lien under Section 430 of the 1043 Code or Section 303 or 4068 of ERISA on any property (or rights to property, whether real or personal) of 1044 any Group Member, (k) the failure of a Benefit Plan or any trust thereunder intended to qualify for tax 1045 exempt status under Section 401 or 501 of the Code to qualify thereunder and (l) any other event or con-1046 dition that would reasonably be expected to constitute grounds under Section 4042 of ERISA for the ter-1047 mination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or for 1048 the imposition of any liability upon any ERISA Affiliate under Title IV of ERISA other than for PBGC 1049 premiums due but not delinquent. 1050

 
-20- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “E-Signature” means the process of attaching to or logically associating with an Electronic 1051 Transmission an electronic symbol, encryption, digital signature or process (including the name or an ab-1052 breviation of the name of the party transmitting the Electronic Transmission) with the intent to sign, au-1053 thenticate or accept such Electronic Transmission. 1054 “E-System” means any electronic system, including Intralinks®, ClearPar® and SyndTrak® and 1055 any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by 1056 the Administrative Agent, any of its Related Persons or any other Person, providing for access to data 1057 protected by passcodes or other security system. 1058 “Euro” means the single currency of participating member states of the economic and monetary 1059 union as contemplated in the Treaty on the European Union. 1060 “Eurodollar Base Rate” means, for each Interest Period, the offered rate per annum for deposits of 1061 Dollars for the applicable Interest Period that appears on Reuters Screen LIBOR 01 Page as of 11:00 a.m. 1062 (London, England time) two Business Days prior to the first day in such Interest Period. If no such of-1063 fered rate exists, such rate will be the rate of interest per annum, as determined by the Administrative 1064 Agent at which deposits of Dollars in immediately available funds are offered at 11:00 a.m. (London, 1065 England time) two Business Days prior to the first day in such interest period by major financial institu-1066 tions reasonably satisfactory to the Administrative Agent in the London interbank market for such interest 1067 period for the applicable principal amount on such date of determination. Notwithstanding the foregoing, 1068 the Eurodollar Base Rate shall in no event be less than zero. 1069 “Eurodollar Rate” means for any Interest Period with respect to a Eurodollar Rate Loan: the rate 1070 per annum obtained by dividing (i) (a) the rate per annum equal to the rate determined by the Administra-1071 tive Agent to be the London interbank offered rate administered by the ICE Benchmark Administration 1072 (or any other person which takes over the administration of that rate) for deposits (for delivery on the first 1073 day of such period) with a term equivalent to such period in Dollars displayed on page LIBOR01 of the 1074 Reuters Screen (or any replacement Reuters page which displays that rate) or on the appropriate page of 1075 such other information service which publishes that rate from time to time in place of Reuters, determined 1076 as of approximately 11:00 a.m. (London, England time) on such interest rate determination date, or (b) in 1077 the event the rate referenced in the preceding clause (a) is not available, the rate per annum determined by 1078 the Administrative Agent as the rate of interest equal to the offered quotation rate to major banks in the 1079 offshore Dollar market at their request by the Administrative Agent’s London Branch for deposits (for 1080 delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to 1081 the principal amount of the Revolving Loan, for which the Eurodollar Rate is then being determined with 1082 maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such 1083 interest rate determination date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Re-1084 quirement; provided that, if such rate per annum is less than zero, the Eurodollar Rate will be deemed to 1085 be zero for purposes of this Agreement; provided that, notwithstanding the foregoing, with respect to the 1086 Initial Term Loans only, the Eurodollar Rate shall in no event be less than 1.00% per annum. 1087 “Eurodollar Rate Loan” means any Loan that bears interest based on the Eurodollar Rate. 1088 “Eurodollar Reserve Requirements” means, with respect to any Interest Period and for any Euro-1089 dollar Rate Loan, a rate per annum equal to the aggregate, without duplication, of the maximum rates (ex-1090 pressed as a decimal number) of reserve requirements in effect 2 Business Days prior to the first day of 1091 such Interest Period (including basic, supplemental, marginal and emergency reserves) under any regula-1092 tions of the Federal Reserve Board or other Governmental Authority having jurisdiction with respect 1093 thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as 1094

 
-21- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “eurocurrency liabilities” in Regulation D of the Federal Reserve Board) maintained by a member bank of 1095 the United States Federal Reserve System. 1096 “Event of Default” has the meaning specified in Article 9. 1097 “Excess Cash Flow” means, for any period, an amount equal to the excess of: 1098 (i) the sum, without duplication, of: 1099 (a) Consolidated Net Income for such period, 1100 (b) an amount equal to the amount of all non-cash charges to the extent de-1101 ducted in arriving at such Consolidated Net Income and cash receipts to the extent ex-1102 cluded in arriving at such Consolidated Net Income, 1103 (c) decreases in Consolidated Working Capital for such period (other than 1104 (1) reclassification of items from short-term to long-term or vice versa and (2) any such 1105 decreases arising from acquisitions or asset sales by Borrower and its Restricted Subsidi-1106 aries completed during such period), 1107 (d) an amount equal to the aggregate net non-cash loss on asset sales by Bor-1108 rower and its Restricted Subsidiaries during such period (other than asset sales in the or-1109 dinary course of business) to the extent deducted in arriving at such Consolidated Net In-1110 come, and 1111 (e) cash receipts in respect of Hedging Agreements during such period to the 1112 extent not otherwise included in Consolidated Net Income, 1113 minus (ii) the sum, without duplication, of: 1114 (a) an amount equal to the amount of all non-cash credits included in arriv-1115 ing at such Consolidated Net Income, cash charges to the extent excluded in arriving at 1116 such Consolidated Net Income, and Transaction Expenses to the extent not deducted in 1117 arriving at such Consolidated Net Income and paid in cash during such period, 1118 (b) without duplication of amounts deducted pursuant to clause (k) below in 1119 prior periods, the amount of Capital Expenditures or acquisitions of Intellectual Property 1120 accrued or made in cash during such period, except to the extent that such Capital Ex-1121 penditures or acquisitions were financed with the proceeds of long term Indebtedness of 1122 Borrower or its Restricted Subsidiaries (unless such Indebtedness has been repaid) other 1123 than Revolving Loans or intercompany loans, 1124 (c) the aggregate amount of all principal payments of Indebtedness of Bor-1125 rower and its Restricted Subsidiaries (including (1) the principal component of payments 1126 in respect of Capitalized Lease Obligations, (2) the amount of any scheduled repayment 1127 of Term Loans pursuant to Section 2.6, and (3) the amount of a mandatory prepayment of 1128 Term Loans pursuant to Section 2.8(c) to the extent required due to an asset sale that re-1129 sulted in an increase to Consolidated Net Income and not in excess of the amount of such 1130 increase) but excluding (x) all other prepayments of Term Loans made during such peri-1131 od, (y) all prepayments and repayments of Revolving Loans and Swingline Loans and (z) 1132 all prepayments in respect of any other revolving credit facility, except in the case of 1133

 
-22- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 clauses (y) and (z) to the extent there is an equivalent permanent reduction in commit-1134 ments thereunder, in each case, except to the extent financed with the proceeds of other 1135 long term Indebtedness of Borrower or its Restricted Subsidiaries, 1136 (d) an amount equal to the aggregate net non-cash gain on asset sales by 1137 Borrower and its Restricted Subsidiaries during such period (other than asset sales in the 1138 ordinary course of business) to the extent included in arriving at such Consolidated Net 1139 Income, 1140 (e) increases in Consolidated Working Capital for such period (other than 1141 (1) reclassification of items from short-term to long-term or vice versa and (2) any such 1142 increases arising from acquisitions or asset sales by Borrower and its Restricted Subsidi-1143 aries completed during such period), 1144 (f) payments by Borrower and its Restricted Subsidiaries during such period 1145 in respect of long-term liabilities of Borrower and its Restricted Subsidiaries other than 1146 Indebtedness, to the extent not already deducted from Consolidated Net Income, 1147 (g) without duplication of amounts deducted pursuant to clause (k) below in 1148 prior fiscal periods, the aggregate amount of cash consideration paid by Borrower and its 1149 Restricted Subsidiaries (on a consolidated basis) in connection with Investments (includ-1150 ing acquisitions) made during such period constituting Permitted Investments or made 1151 pursuant to Section 8.3 to the extent that such Investments were not financed with the 1152 proceeds received from (1) the issuance or incurrence of long term Indebtedness or (2) 1153 the issuance of Stock, 1154 (h) the amount of Restricted Payments paid during such period (on a consol-1155 idated basis) by Borrower and its Restricted Subsidiaries to the extent such dividends 1156 were not financed with the proceeds received from (1) the issuance or incurrence of long-1157 term Indebtedness or (2) the issuance of Stock, 1158 (i) the aggregate amount of expenditures actually made by Borrower and its 1159 Restricted Subsidiaries in cash during such period (including expenditures for the pay-1160 ment of financing fees) to the extent that such expenditures are not expensed during such 1161 period and are not deducted in calculating Consolidated Net Income, 1162 (j) the aggregate amount of any premium, make-whole, or penalty payments 1163 actually paid in cash by Borrower and its Restricted Subsidiaries during such period that 1164 are made in connection with any prepayment of Indebtedness to the extent that such 1165 payments are not deducted in calculating Consolidated Net Income, 1166 (k) without duplication of amounts deducted from Excess Cash Flow in prior 1167 periods, the aggregate consideration required to be paid in cash and the reasonably antici-1168 pated costs and expenses to be paid in cash by the Borrower and its Restricted Subsidiar-1169 ies pursuant to binding contract commitments, letters of intent and/or similar items (the 1170 “Contract Consideration”) entered into prior to or during such period relating to Invest-1171 ments permitted under this Agreement or Capital Expenditures or acquisitions of Intellec-1172 tual Property to the extent expected to be consummated or made during the period of four 1173 consecutive fiscal quarters of the Borrower following the end of such period; provided 1174 that to the extent the aggregate amount of cash actually utilized to finance such Invest-1175 ment, Capital Expenditures or acquisitions of Intellectual Property during such period of 1176

 
-23- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 four consecutive fiscal quarters is less than the Contract Consideration, the amount of 1177 such shortfall shall be added to the calculation of Excess Cash Flow at the end of such 1178 period of four consecutive fiscal quarters, 1179 (l) the amount of taxes (including penalties and interest) paid in cash or tax 1180 reserves set aside or payable (without duplication) in such period to the extent they ex-1181 ceed the amount of tax expense deducted in determining Consolidated Net Income for 1182 such period, and 1183 (m) cash expenditures in respect of Hedging Agreements during such fiscal 1184 year to the extent not deducted in arriving at such Consolidated Net Income. 1185 “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and 1186 regulations of the SEC promulgated thereunder, as amended. 1187 “Excluded Contribution” means Net Cash Proceeds or property or assets received by the Borrow-1188 er as capital contributions to the equity (other than through the issuance of Disqualified Stock or Desig-1189 nated Preferred Stock) of the Borrower after the Closing Date or from the issuance or sale (other than to a 1190 Restricted Subsidiary or an employee stock ownership plan or trust established by the Borrower or any 1191 Subsidiary of the Borrower for the benefit of their employees to the extent funded by the Borrower or any 1192 Restricted Subsidiary) of Stock (other than Disqualified Stock or Designated Preferred Stock) of the Bor-1193 rower, in each case, to the extent designated as an Excluded Contribution pursuant to a certificate of a 1194 Responsible Officer of the Borrower. 1195 “Excluded Information” has the meaning specified in Section 11.2(c). 1196 “Excluded Subsidiary” means any Subsidiary that is (a) an Unrestricted Subsidiary that is desig-1197 nated as such by the Borrower, (b) an Immaterial Subsidiary that is designated as such by the Borrower, 1198 (c) a joint venture, (d) a Subsidiary that is prohibited or restricted by applicable law, rule or regulation 1199 from guaranteeing the Facilities or which would require governmental (including regulatory) consent, 1200 approval, license or authorization to provide a guarantee unless such consent, approval, license or author-1201 ization has been received, (e) any subsidiary that is an investment company under the Investment Compa-1202 ny Act of 1940, (f) a CFC Holding Company, (g) a Domestic Subsidiary that is a Subsidiary of a Foreign 1203 Subsidiary that is a CFC, (h) a CFC, (i) not-for-profit subsidiaries and captive insurance companies, 1204 (j) any Restricted Subsidiary acquired pursuant to a permitted acquisition financed with secured Indebt-1205 edness permitted under Section 8.1 as assumed Indebtedness and any Restricted Subsidiary thereof that 1206 guarantees such secured Indebtedness, in each case to the extent such secured Indebtedness prohibits such 1207 subsidiary from becoming a Guarantor and such prohibition was not incurred in contemplation of such 1208 acquisition; provided that any such Restricted Subsidiary shall cease to be an Excluded Subsidiary solely 1209 pursuant to this clause (j) if such secured Indebtedness is repaid or becomes unsecured, if such Restricted 1210 Subsidiary ceases to guarantee such secured Indebtedness or such prohibition no longer exists, as applica-1211 ble and (k) any other Subsidiary for which providing a Guarantee of the Obligations would result in mate-1212 rial adverse tax consequences as reasonably determined by the Borrower in consultation with the Admin-1213 istrative Agent. 1214 “Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and 1215 to the extent that, all or a portion of the Guarantee Obligation of such Guarantor of, or the grant by such 1216 Guarantor of a security interest pursuant to the Guaranty and Security Agreement to secure, such Swap 1217 Obligation (or any guarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange 1218 Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or 1219 official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an 1220

 
-24- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “eligible contract participant” as defined in the Commodity Exchange Act at the time such Guarantee Ob-1221 ligation of such Guarantor or the grant of such security interest would otherwise have become effective 1222 with respect to such related Swap Obligation but for such Guarantor’s failure to constitute an “eligible 1223 contract participant” at such time. 1224 “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, or any other re-1225 cipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or un-1226 der any other Loan Document, (i) Taxes imposed on or measured by its overall net income, net profits, or 1227 branch profits (however denominated, and including (for the avoidance of doubt) any backup withholding 1228 in respect thereof under Section 3406 of the Code or any similar provision of state, local, or foreign law), 1229 and franchise (and similar) Taxes imposed on it (in lieu of net income Taxes), in each case by a jurisdic-1230 tion (including any political subdivision thereof) as a result of such recipient being organized in, having 1231 its principal office in, or in the case of any Lender, having its applicable lending office in, such jurisdic-1232 tion, or as a result of any other present or former connection with such jurisdiction (other than any such 1233 connection arising solely from this Agreement or any other Loan Documents or any transactions contem-1234 plated thereunder), (ii) any withholding Tax imposed on any payment by or on account of any obligation 1235 of any Loan Party hereunder or under any other Loan Document that is required to be imposed on 1236 amounts payable to or for the account of a Lender pursuant to laws in force at the time such Lender ac-1237 quires an interest in any Loan Document (or designates a new lending office), other than in the case of a 1238 Lender that is an assignee pursuant to a request by the Borrower under Section 2.18(a) (or that designates 1239 a new lending office pursuant to a request by the Borrower), except to the extent that such Lender (or its 1240 assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assign-1241 ment), to receive additional amounts from the Loan Parties with respect to such withholding Tax pursuant 1242 to Section 2.17, (iii) any withholding Taxes attributable to a recipient’s failure to comply with Section 1243 2.17(e), or (iv) any withholding Tax imposed under FATCA. 1244 “Existing Agent” means General Electric Capital Corporation in its capacity as administrative 1245 agent under the Existing Credit Agreement. 1246 “Existing Credit Agreement” means that certain Credit Agreement, dated as of April 4, 2012, 1247 among Townsquare Radio, LLC, as borrower, Townsquare Radio Holdings, LLC, as one of the guaran-1248 tors, the institutions party thereto as lenders and L/C issuers, General Electric Capital Corporation, as ad-1249 ministrative agent, and the other parties thereto, as amended by that certain Amendment No. 1 to the Ex-1250 isting Credit Agreement dated as of November 7, 2012, as further amendment by that certain Amendment 1251 No. 2 to the Existing Credit Agreement dated as of August 30, 2013, and as further amendment by that 1252 certain Amendment No. 3 to the Existing Credit Agreement dated as of July 11, 2014. 1253 “Existing Revolver Tranche” has the meaning set forth in Section 2.21(b). 1254 “Existing Senior Unsecured Note Agreement” means the Indenture, dated as of April 4, 2012, 1255 among the Borrower and Wilmington Trust, National Association, as trustee. 1256 “Existing Senior Unsecured Notes” means the Borrower’s 9.00% senior secured notes issued pur-1257 suant to the Existing Senior Unsecured Note Agreement. 1258 “Existing Term Loan Tranche” has the meaning set forth in Section 2.21(a). 1259 “Expiring Credit Commitment” has the meaning set forth in Section 2.24(e). 1260 “Extended Revolving Credit Commitments” has the meaning set forth in Section 2.21(b). 1261

 
-25- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Extended Term Loans” has the meaning set forth in Section 2.21(a). 1262 “Extending Revolving Credit Lender” has the meaning set forth in Section 2.21(c). 1263 “Extending Term Lender” has the meaning set forth in Section 2.21(c). 1264 “Extension” means the establishment of an Extension Series by amending a Loan pursuant to the 1265 terms of Section 2.21 and the applicable Extension Amendment. 1266 “Extension Amendment” has the meaning set forth in Section 2.21(d). 1267 “Extension Election” has the meaning set forth in Section 2.21(c). 1268 “Extension Request” means any Term Loan Extension Request or a Revolver Extension Request, 1269 as the case may be. 1270 “Extension Series” means any Term Loan Extension Series or a Revolver Extension Series, as the 1271 case may be. 1272 “Facility” means the Revolving Credit Facility, a given Extension Series of Extended Revolving 1273 Credit Commitments, a given Refinancing Series of Refinancing Revolving Loans, the Term Facility, a 1274 given Extension Series of Extended Term Loans, a given Class of Incremental Term Loans or a given 1275 Refinancing Series of Refinancing Term Loans, as the context may require. 1276 “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or 1277 any amended or successor version that is substantively comparable and not materially more onerous to 1278 comply with), any current or future regulations or official interpretations thereof, any agreements entered 1279 into pursuant to Section 1471(b)(1) of the Code as of the date of this Agreement (or any amended or suc-1280 cessor version described above), and any intergovernmental agreements (or related legislation or official 1281 administrative rules or practices) implementing the foregoing. 1282 “FCC” means the Federal Communications Commission or any Governmental Authority suc-1283 ceeding to the Federal Communications Commission. 1284 “FCC Licenses” means the licenses, permits, authorizations or certificates to construct, own or 1285 operate the television or radio stations granted by the FCC, and all extensions, additions and renewals 1286 thereto or thereof. 1287 “Federal Flood Insurance” means federally backed Flood Insurance available under the National 1288 Flood Insurance Program to owners of real property improvements located in Special Flood Hazard Areas 1289 in a community participating in the National Flood Insurance Program. 1290 “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each 1291 day during such period to the weighted average of the rates on overnight federal funds transactions with 1292 members of the Federal Reserve System arranged by federal funds brokers, as determined by the Admin-1293 istrative Agent in its sole discretion. 1294 “Federal Reserve Board” means the Board of Governors of the United States Federal Reserve 1295 System and any successor thereto. 1296

 
-26- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Fee Letter” means the letter agreement, dated as of April 1, 2015, addressed to the Borrower 1297 from the Administrative Agent and accepted by the Borrower, with respect to certain fees to be paid from 1298 time to time to the Administrative Agent and its Related Persons. 1299 “FEMA” means the Federal Emergency Management Agency, a component of the U.S. Depart-1300 ment of Homeland Security that administers the National Flood Insurance Program. 1301 “Financial Statement” means each financial statement delivered pursuant to Section 4.4 or 6.1. 1302 “FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as 1303 amended. 1304 “First Lien Leverage Ratio” means, with respect to any Person as of any date, the ratio of 1305 (a) Consolidated Total Debt of such Person outstanding as of such date that is secured by a Lien (less any 1306 such Consolidated Total Debt that is secured on a junior basis to the lien securing the Obligations), to (b) 1307 Consolidated EBITDA for such Person for the last period of four consecutive Fiscal Quarters ending on 1308 or before such date. 1309 “First Lien Net Leverage Ratio” means, with respect to any Person as of any date, the ratio of 1310 (a) Consolidated Total Debt of such Person outstanding as of such date that is secured by a Lien (less any 1311 such Consolidated Total Debt that is secured on a junior basis to the lien securing the Obligations), minus 1312 unrestricted cash and Cash Equivalents of Borrower and its Restricted Subsidiaries (other than the pro-1313 ceeds of any Indebtedness the incurrence of which gives rise to the need to calculate the First Lien Net 1314 Leverage Ratio) to (b) Consolidated EBITDA for such Person for the last period of four consecutive Fis-1315 cal Quarters ending on or before such date. 1316 “Fiscal Quarter” means each 3 fiscal month period ending on March 31, June 30, September 30 or 1317 December 31. 1318 “Fiscal Year” means the twelve-month period ending on December 31. 1319 “Fixed Charges” means, with respect to any Person for any period, the sum of: 1320 (a) Consolidated Interest Expense of such Person for such period; 1321 (b) all cash dividends or other distributions paid (excluding items eliminated in con-1322 solidation) on any series of Preferred Stock of any Restricted Subsidiary of such Person during 1323 such period; and 1324 (c) all cash dividends or other distributions paid (excluding items eliminated in con-1325 solidation) on any series of Disqualified Stock during this period. 1326 “Fixed Dollar Incremental Amount” has the meaning specified in Section 2.19(d)(ii). 1327 “Flood Insurance” means, for any Mortgaged Property located in a Special Flood Hazard Area, 1328 Federal Flood Insurance or private insurance that meets the requirements set forth by the Flood Insurance 1329 Laws. 1330 “Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now 1331 or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as 1332 now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act 1333

 
-27- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act 1334 of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Biggert-Waters Flood 1335 Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto. 1336 “Foreign Disposition” has the meaning specified in Section 2.8(d). 1337 “Foreign Subsidiary” means each Subsidiary that is not a Domestic Subsidiary. 1338 “Funded Debt” means all Indebtedness of Borrower and its Restricted Subsidiaries for borrowed 1339 money that matures more than one year from the date of its creation or matures within one year from such 1340 date that is renewable or extendable, at the option of Borrower or any Restricted Subsidiary, to a date 1341 more than one year from the date of its creation or arises under a revolving credit or similar agreement 1342 that obligates the lender or lenders to extend credit during a period of more than one year from such date 1343 (including all amounts of such Funded Debt required to be paid or prepaid within one year from the date 1344 of its creation), and, in the case of Borrower or the Guarantors, Indebtedness in respect of the Loans and 1345 Senior Notes. 1346 “GAAP” means generally accepted accounting principles in the United States of America, as in 1347 effect from time to time, set forth in the opinions and pronouncements of the Accounting Principles Board 1348 and the American Institute of Certified Public Accountants, in the statements and pronouncements of the 1349 Financial Accounting Standards Board and in such other statements by such other entity as may be in 1350 general use by significant segments of the accounting profession that are applicable to the circumstances 1351 as of the date of determination. Subject to Section 1.3, all references to “GAAP” shall be to GAAP ap-1352 plied consistently with the principles used in the preparation of the Financial Statements described in Sec-1353 tion 4.4(a). 1354 “Governmental Authority” means any nation, sovereign or government, any state, province, terri-1355 tory or other political subdivision thereof, any agency, authority or instrumentality thereof and any entity 1356 or authority exercising executive, legislative, taxing, judicial, regulatory, self-regulatory or administrative 1357 functions of or pertaining to government, including any central bank, stock exchange, regulatory body, 1358 arbitrator, public sector entity, supra national entity (including the European Union and the European 1359 Central Bank) and any self-regulatory organization (including the National Association of Insurance 1360 Commissioners). 1361 “Group Members” means, collectively, the Borrower and its Subsidiaries. 1362 “Group Members’ Accountants” means McGladrey LLP or other nationally-recognized inde-1363 pendent registered certified public accountants acceptable to the Administrative Agent. 1364 “GTP” has the meaning specified in Section 8.4(y). 1365 “Guarantor” means each Restricted Subsidiary of the Borrower that is a wholly owned Domestic 1366 Subsidiary (other than an Excluded Subsidiary; provided that an Immaterial Subsidiary which is a Re-1367 stricted Subsidiary may be designated as a Guarantor at the option of Borrower) and each other Person 1368 that enters into any Guaranty Obligation with respect to any Obligation of any Loan Party. 1369 “Guaranty and Security Agreement” means a guaranty and security agreement, in substantially 1370 the form of Exhibit H, among the Administrative Agent, the Borrower and the Guarantors from time to 1371 time party thereto. 1372

 
-28- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Guaranty Obligation” means any obligation, contingent or otherwise, of any Person directly or 1373 indirectly guaranteeing any Indebtedness of any other Person, including any such obligation, direct or 1374 indirect, contingent or otherwise, of such Person: 1375 (1) to purchase or pay (or advance or supply funds for the purchase or payment of) 1376 such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or 1377 by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to 1378 maintain financial statement conditions or otherwise); or 1379 (2) entered into primarily for purposes of assuring in any other manner the obligee of 1380 such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof 1381 (in whole or in part); 1382 provided, however, that the term “Guaranty Obligation” will not include (x) endorsements for collection 1383 or deposit in the ordinary course of business or consistent with past practice and (y) standard contractual 1384 indemnities or product warranties provided in the ordinary course of business; provided further that the 1385 amount of any Guarantee shall be deemed to be the lower of (i) an amount equal to the stated or determi-1386 nable amount of the primary obligation in respect of which such Guarantee is made and (ii) the maximum 1387 amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument embod-1388 ying such Guarantee or, if such Guarantee is not an unconditional Guarantee of the entire amount of the 1389 primary obligation and such maximum amount is not stated or determinable, the amount of such guaran-1390 teeing Person’s maximum reasonably anticipated liability in respect thereof as determined by such Person 1391 in good faith. The term “Guarantee” used as a verb has a corresponding meaning. 1392 “Hazardous Material” means any substance, material or waste that is classified, regulated or oth-1393 erwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or 1394 by other words of similar meaning or regulatory effect, including petroleum or any fraction thereof, as-1395 bestos, polychlorinated biphenyls and radioactive substances. 1396 “Hedging Agreement” means any Interest Rate Contract, foreign exchange, swap, option or for-1397 ward contract, spot, cap, floor or collar transaction, any other derivative instrument and any other similar 1398 speculative transaction and any other similar agreement or arrangement designed to alter the risks of any 1399 Person arising from fluctuations in any underlying variable. 1400 “Immaterial Subsidiary” means, at any date of determination, each Restricted Subsidiary of the 1401 Borrower that has been designated by the Borrower in writing to the Administrative Agent as an “Imma-1402 terial Subsidiary” for purposes of this Agreement (and not redesignated as a Material Subsidiary as pro-1403 vided below; provided that (a) for purposes of this Agreement (i) such Immaterial Subsidiary has not 1404 guaranteed any other Indebtedness of any Loan Party and (ii) such Immaterial Subsidiary has Total Assets 1405 together with all other Immaterial Subsidiaries (as determined in accordance with GAAP) and Consoli-1406 dated EBITDA of less than 5.0% of the Borrower’s Total Assets and Consolidated EBITDA respectively 1407 (measured, in the case of Total Assets, at the end of the most recent fiscal period for which internal finan-1408 cial statements are available and, in the case of Consolidated EBITDA, for the most recently ended four 1409 consecutive fiscal quarters ended for which internal consolidated financial statements are available, in 1410 each case measured on a pro forma basis giving effect to any acquisitions or dispositions of companies, 1411 division or lines of business since such balance sheet date or the start of such four quarter period, as ap-1412 plicable, and on or prior to the date of acquisition of such Subsidiary), (b) the Borrower shall not desig-1413 nate any new Immaterial Subsidiary if such designation would not comply with the provisions set forth in 1414 clause (a) above and (c) if the Consolidated EBITDA or Total Assets of all Subsidiaries so designated by 1415 the Borrower as “Immaterial Subsidiaries” (and not redesignated as “Material Subsidiaries”) shall at any 1416 time exceed the limits set forth in clause (a) above, then all such Subsidiaries shall be deemed to be Mate-1417

 
-29- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 rial Subsidiaries unless and until the Borrower shall redesignate one or more Immaterial Subsidiaries as 1418 Material Subsidiaries, in each case in a written notice to the Administrative Agent, and, as a result there-1419 of, the Consolidated EBITDA and Total Assets of all Subsidiaries still designated as “Immaterial Subsidi-1420 aries” do not exceed such limits; provided, further, that no License Subsidiary may be designated as an 1421 Immaterial Subsidiary. 1422 “Impacted Lender” means any Lender that fails to provide the Administrative Agent, within three 1423 Business Days following the Administrative Agent’s written request, satisfactory assurance that such 1424 Lender will not become a Non-Funding Lender, or any Lender that has a Person that directly or indirectly 1425 controls such Lender and such Person (other than by way of an Undisclosed Administration) (a) becomes 1426 subject to a voluntary or involuntary case under the Bankruptcy Code or any similar bankruptcy laws, (b) 1427 has appointed a custodian, conservator, receiver or similar official for such Person or any substantial part 1428 of such Person’s assets, or (c) makes a general assignment for the benefit of creditors, is liquidated, or is 1429 otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over 1430 such Person or its assets to be, insolvent or bankrupt, and for each of clauses (a) through (c), the Adminis-1431 trative Agent has determined that such Lender is reasonably likely to become a Non-Funding Lender. For 1432 purposes of this definition, control of a Person shall have the same meaning as in the second sentence of 1433 the definition of Affiliate. 1434 “Incremental Amendment” has the meaning set forth in Section 2.19(f). 1435 “Incremental Equivalent Debt” has the meaning specified in Section 8.1(p). 1436 “Incremental Facilities” has the meaning set forth in Section 2.19(a). 1437 “Incremental Facility Closing Date” has the meaning set forth in Section 2.19(d). 1438 “Incremental Lenders” has the meaning set forth in Section 2.19(d). 1439 “Incremental Loan” has the meaning set forth in Section 2.19(b). 1440 “Incremental Request” has the meaning set forth in Section 2.19(a). 1441 “Incremental Term Commitments” has the meaning set forth in Section 2.19(a). 1442 “Incremental Term Lender” has the meaning set forth in Section 2.19(c). 1443 “Incremental Term Loan” has the meaning set forth in Section 2.19(b). 1444 “Incur” means issue, create, assume, enter into any Guaranty Obligation, incur, extend or other-1445 wise become liable for; provided, however, that any Indebtedness or Stock of a Person existing at the time 1446 such Person becomes a Restricted Subsidiary (whether by merger, amalgamation, consolidation, acquisi-1447 tion or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a 1448 Restricted Subsidiary and the terms “Incurred” and “Incurrence” have meanings correlative to the forego-1449 ing and any Indebtedness pursuant to any revolving credit or similar facility shall only be “Incurred” at 1450 the time any funds are borrowed thereunder. 1451 “Indebtedness” means, with respect to any Person on any date of determination (without duplica-1452 tion): 1453 (1) the principal of indebtedness of such Person for borrowed money; 1454

 
-30- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (2) the principal of obligations of such Person evidenced by bonds, debentures, notes 1455 or other similar instruments; 1456 (3) all reimbursement obligations of such Person in respect of letters of credit, bank-1457 ers’ acceptances or other similar instruments (the amount of such obligations being equal at any 1458 time to the aggregate then undrawn and unexpired amount of such letters of credit or other in-1459 struments plus the aggregate amount of drawings thereunder that have not been reimbursed) (ex-1460 cept to the extent such reimbursement obligations relate to trade payables and such obligations 1461 are satisfied within 30 days of Incurrence); 1462 (4) the principal component of all obligations of such Person to pay the deferred and 1463 unpaid purchase price of property (except trade payables), which purchase price is due more than 1464 one year after the date of placing such property in service or taking final delivery and title thereto; 1465 (5) Capitalized Lease Obligations of such Person; 1466 (6) the principal component of all obligations, or liquidation preference, of such Per-1467 son with respect to any Disqualified Stock or, with respect to any Restricted Subsidiary of the 1468 Borrower, any Preferred Stock (but excluding, in each case, any accrued dividends); 1469 (7) the principal component of all Indebtedness of other Persons secured by a Lien 1470 on any asset of such Person, whether or not such Indebtedness is assumed by such Person; pro-1471 vided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market val-1472 ue of such asset at such date of determination (as determined in good faith by the Borrower) and 1473 (b) the amount of such Indebtedness of such other Persons; 1474 (8) Guaranty Obligations by such Person of the principal component of Indebtedness 1475 of other Persons to the extent guaranteed by such Person; and 1476 (9) to the extent not otherwise included in this definition, net obligations of such Per-1477 son under Hedging Agreements (the amount of any such obligations to be equal at any time to the 1478 net payments under such agreement or arrangement giving rise to such obligation that would be 1479 payable by such Person at the termination of such agreement or arrangement); 1480 with respect to clauses (1), (2), (4) and (5) above, if and to the extent that any of the foregoing Indebted-1481 ness (other than letters of credit and Hedging Agreement) would appear as a liability upon a balance sheet 1482 (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided, that In-1483 debtedness of any Parent Entity appearing upon the balance sheet of the Borrower solely by reason of 1484 push-down accounting under GAAP shall be excluded. 1485 The term “Indebtedness” shall not include any lease, concession or license of property (or guaran-1486 tee thereof) which would be considered an operating lease under GAAP as in effect on the Closing Date, 1487 any prepayments of deposits received from clients or customers in the ordinary course of business, or ob-1488 ligations under any license, permit or other approval (or guarantees given in respect of such obligations) 1489 Incurred prior to the Closing Date or in the ordinary course of business or consistent with past practice. 1490 The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar 1491 facility shall be the total amount of funds borrowed and then outstanding. The amount of any Indebted-1492 ness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness is-1493 sued with original issue discount and (b) the principal amount of Indebtedness, or liquidation preference 1494 thereof, in the case of any other Indebtedness. Indebtedness shall be calculated without giving effect to 1495

 
-31- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 the effects of Financial Accounting Standards Board Accounting Standards Codification Topic No. 815 1496 and related interpretations to the extent such effects would otherwise increase or decrease an amount of 1497 Indebtedness for any purpose under this Agreement as a result of accounting for any embedded deriva-1498 tives created by the terms of such Indebtedness. 1499 Notwithstanding the above provisions, in no event shall the following constitute Indebtedness: 1500 (i) contingent obligations Incurred in the ordinary course of business or consistent 1501 with past practice, other than guarantees or other assumptions of Indebtedness; 1502 (ii) cash management services; 1503 (iii) in connection with the purchase by the Borrower or any of its Subsidiaries of any 1504 business, any post-closing payment adjustments to which the seller may become entitled to the 1505 extent such payment is determined by a final closing balance sheet or such payment depends on 1506 the performance of such business after the closing; provided, however, that, at the time of closing, 1507 the amount of any such payment is not determinable and, to the extent such payment thereafter 1508 becomes fixed and determined, the amount is paid in a timely manner; 1509 (iv) any lease, concession or license of property (or guarantee thereof) which would 1510 be considered an operating lease under GAAP as in effect on the Closing Date or any prepay-1511 ments of deposits received from clients or customers in the ordinary course of business or con-1512 sistent with past practice; 1513 (v) obligations under any license, permit or other approval (or guarantees given in 1514 respect of such obligations) incurred prior to the Closing Date or in the ordinary course of busi-1515 ness or consistent with past practice; or 1516 (iv) for the avoidance of doubt, any obligations in respect of workers’ compensation 1517 claims, early retirement or termination obligations, pension fund obligations or contributions or 1518 similar claims, obligations or contributions or social security or wage Taxes. 1519 “Indemnified Matters” has the meaning specified in Section 11.4(a). 1520 “Indemnified Taxes” means (a) all Taxes imposed on or with respect to any payment by or on ac-1521 count of any obligation of any Loan Party hereunder or under any other Loan Document, other than Ex-1522 cluded Taxes and (b) Other Taxes. 1523 “Indemnitee” has the meaning specified in Section 11.4(a). 1524 “Independent Financial Advisor” means an investment banking or accounting firm of internation-1525 al standing or any third party appraiser of international standing; provided, however, that such firm or 1526 appraiser is not an Affiliate of the Borrower. 1527 “Initial Projections” means those financial projections, dated March 2, 2015, covering the Fiscal 1528 Years ending in 2015 through 2019 and delivered to the Administrative Agent by the Borrower prior to 1529 the date hereof. 1530 “Initial Term Loans” means the term loans made by the Lenders on the Closing Date to the Bor-1531 rower pursuant to Section 2.1(b). 1532

 
-32- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Initial Term Loan Commitment” means, as to each Term Lender, its commitment to make an In-1533 itial Term Loan on the Closing Date to the Borrower pursuant to Section 2.1(b) in the amount set forth 1534 opposite such Lender’s name in Schedule I hereto. The aggregate amount of the Initial Term Loan Com-1535 mitments is $275,000,000. 1536 “Intellectual Property” means all rights, title and interests in or relating to intellectual property 1537 and industrial property arising under any Requirement of Law and all IP Ancillary Rights relating thereto, 1538 including all Copyrights, Patents, Trademarks, Internet Domain Names, Trade Secrets and IP Licenses. 1539 “Intercompany License Agreement” means any cost sharing agreement, commission or royalty 1540 agreement, license or sub-license agreement, distribution agreement, services agreement, intellectual 1541 property rights transfer agreement or any related agreements, in each case where all the parties to such 1542 agreement are the Borrower or a Restricted Subsidiary. 1543 “Interest Period” means, with respect to any Eurodollar Rate Loan, the period commencing on the 1544 date such Eurodollar Rate Loan is made or converted to a Eurodollar Rate Loan as selected by the Bor-1545 rower pursuant hereto; or, if such loan is continued, on the last day of the immediately preceding Interest 1546 Period therefor and, in each case, ending 1, 2, 3 or 6 or, if available to, and agreed to by, all applicable 1547 Lenders, 12 months or any other then available shorter period thereafter, as selected by the Borrower pur-1548 suant hereto; provided, however, that (a) if any Interest Period would otherwise end on a day that is not a 1549 Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless the re-1550 sult of such extension would be to extend such Interest Period into another such Business Day falling in 1551 the next calendar month, in which case such Interest Period shall end on the immediately preceding Busi-1552 ness Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for 1553 which there is no numerically corresponding day in the calendar month at the end of such Interest Period) 1554 shall end on the last Business Day of a calendar month, (c) the Borrower may not select any Interest Peri-1555 od in the case of Revolving Loans, ending after the Revolving Credit Facility Maturity Date, (d) the Bor-1556 rower may not select any Interest Period in respect of Revolving Loans having an aggregate principal 1557 amount of less than $1,000,000 and (e) there shall be outstanding at any one time no more than 10 Interest 1558 Periods. 1559 “Interest Rate Contracts” means all interest rate swap agreements, interest rate cap agreements, 1560 interest rate collar agreements and interest rate insurance. 1561 “Internet Domain Names” means all rights, title and interests (and all related IP Ancillary Rights) 1562 arising under any Requirement of Law in or relating to Internet domain names. 1563 “Investment” means, with respect to any Person, all investments by such Person in other Persons 1564 (including Affiliates) in the form of any direct or indirect advance, loan or other extensions of credit (oth-1565 er than advances or extensions of credit to customers, suppliers, directors, officers or employees of any 1566 Person in the ordinary course of business, and excluding any debt or extension of credit represented by a 1567 bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or oth-1568 er property to others or any payment for property or services for the account or use of others), or the In-1569 currence of a Guaranty Obligation in respect of, or any purchase or acquisition of Security issued by, such 1570 other Persons and all other items that are or would be classified as investments on a balance sheet pre-1571 pared on the basis of GAAP; provided, however, that endorsements of negotiable instruments and docu-1572 ments in the ordinary course of business will not be deemed to be an Investment. If the Borrower or any 1573 Subsidiary issues, sells or otherwise disposes of any Security of a Person that is a Subsidiary such that, 1574 after giving effect thereto, such Person is no longer a Subsidiary, any Investment by the Borrower or any 1575 Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at 1576 such time. 1577

 
-33- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Investment Grade Securities” means: 1578 (1) securities issued or directly and fully guaranteed or insured by the United States 1579 or Canadian government or any agency or instrumentality thereof (other than Cash Equivalents); 1580 (2) securities issued or directly and fully guaranteed or insured by a member of the 1581 European Union, or any agency or instrumentality thereof (other than Cash Equivalents); 1582 (3) debt securities or debt instruments with a rating of “A-” or higher from S&P or 1583 “A3” or higher by Moody’s or the equivalent of such rating by such rating organization or, if no 1584 rating of Moody’s or S&P then exists, the equivalent of such rating by any other Nationally Rec-1585 ognized Statistical Rating Organization, but excluding any debt securities or instruments consti-1586 tuting loans or advances among the Borrower and its Subsidiaries; and 1587 (4) investments in any fund that invests exclusively in investments of the type de-1588 scribed in clauses (1), (2) and (3) above which fund may also hold cash and Cash Equivalents 1589 pending investment or distribution. 1590 “IP Ancillary Rights” means, with respect to any Intellectual Property, as applicable, all foreign 1591 counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexamina-1592 tions, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Lia-1593 bilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise 1594 with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for any 1595 past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, 1596 and, in each case, all rights to obtain any other IP Ancillary Right. 1597 “IP License” means all Contractual Obligations (and all related IP Ancillary Rights), whether 1598 written or oral, granting any right title and interest in or relating to any Intellectual Property. 1599 “IRS” means the Internal Revenue Service of the United States and any successor thereto. 1600 “ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” 1601 published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as 1602 may be in effect at the time of issuance). 1603 “Issue” means, with respect to any Letter of Credit, to issue, extend the expiration date of, renew 1604 (including by failure to object to any automatic renewal on the last day such objection is permitted), in-1605 crease the face amount of, or reduce or eliminate any scheduled decrease in the face amount of, such Let-1606 ter of Credit, or to cause any Person to do any of the foregoing. The terms “Issued” and “Issuance” have 1607 correlative meanings. 1608 “Latest Maturity Date” means, as of any date of determination, the latest maturity or expiration 1609 date applicable to any Loan or commitment hereunder at such time. 1610 “L/C Cash Collateral Account” means any Cash Collateral Account (a) specifically designated as 1611 such by the Borrower in a notice to the Administrative Agent and (b) from and after the effectiveness of 1612 such notice, not containing any funds other than those required under the Loan Documents to be placed 1613 therein. 1614 “L/C Issuer” means (a) Royal Bank or any of its designated Affiliates (in each case, with respect 1615 to standby letters of credit only) and (b) each Person that hereafter agrees to become an L/C Issuer with 1616

 
-34- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 the approval of, and if requested by the Administrative Agent, pursuant to an agreement with and in form 1617 and substance satisfactory to, the Administrative Agent and the Borrower, in each case in their capacity as 1618 an issuer of Letters of Credit hereunder and together with their successors in such capacity. 1619 “L/C Obligations” means, for any Letter of Credit at any time, the sum of (a) the 1620 L/C Reimbursement Obligations at such time for such Letter of Credit and (b) the aggregate maximum 1621 undrawn face amount of such Letter of Credit outstanding at such time. 1622 “L/C Reimbursement Agreement” has the meaning specified in Section 2.4(a)(iii). 1623 “L/C Reimbursement Date” has the meaning specified in Section 2.4(e). 1624 “L/C Reimbursement Obligation” means, for any Letter of Credit, the obligation of the Borrower 1625 to the L/C Issuer thereof, as and when matured, to pay all amounts drawn under such Letter of Credit. 1626 “L/C Request” has the meaning specified in Section 2.4(b). 1627 “L/C Sublimit” means $5,000,000. 1628 “Lenders” means the Persons who are “Lenders” under this Agreement on the Closing Date, any 1629 Additional Lenders, any Additional Refinancing Lenders and any other Person that shall have become a 1630 party hereto as a Lender pursuant to Section 11. 2. Unless the context otherwise requires, the term 1631 “Lenders” includes the Swingline Lenders. 1632 “Letter of Credit” means any letter of credit Issued pursuant to Section 2.4. A Letter of Credit 1633 may be a commercial or documentary letter of credit (to the extent agreed to by the applicable L/C Issuer) 1634 or a standby letter of credit. 1635 “Letter of Credit Expiration Date” means the day that is five Business Days prior to the scheduled 1636 Maturity Date then in effect for the applicable Revolving Credit Facility (or, if such day is not a Business 1637 Day, the next preceding Business Day). 1638 “Letter of Credit Fee” has the meaning specified in Section 2.11(b). 1639 “Liabilities” means all claims, actions, suits, judgments, damages, losses, liability, obligations, 1640 responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and 1641 expenses (including those incurred upon any appeal or in connection with the preparation for and/or re-1642 sponse to any subpoena or request for document production relating thereto), in each case of any kind or 1643 nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of 1644 financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, con-1645 tingent, consequential, actual, punitive, treble or otherwise. 1646 “License Subsidiary” means a wholly-owned Subsidiary of the Borrower that (x) owns no materi-1647 al assets other than FCC Licenses and related rights and (y) has no material liabilities other than (i) trade 1648 payables incurred in the ordinary course of business and (ii) tax liabilities, other governmental charges 1649 and other liabilities incidental to ownership of such rights. 1650 “Lien” means any mortgage, deed of trust, pledge, assignment, deposit arrangement, easement, 1651 security interest, encumbrance, lien (statutory or otherwise), hypothecation, charge or other security ar-1652 rangement and any other preference, priority or preferential arrangement of any kind or nature whatsoever 1653 (including any conditional sale contract or other title retention agreement or lease in the nature thereof). 1654

 
-35- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Limited Condition Acquisition” means any acquisition, including by means of a merger or con-1655 solidation, by the Borrower or one or more of its Restricted Subsidiaries, the consummation of which is 1656 not conditioned upon the availability of, or on obtaining, third party financing; provided that for purposes 1657 of determining compliance with the covenant described under Section 8.4 the Consolidated Net Income 1658 (and any other financial defined term derived therefrom) shall not include any Consolidated Net Income 1659 of or attributable to the target company or assets associated with any such Limited Condition Acquisition 1660 unless and until the closing of such Limited Condition Acquisition shall have actually occurred. 1661 “LMA” means any joint sales agreement, advertising sales agreement, time brokerage agreement, 1662 local marketing or management agreement or similar arrangement for any broadcast station to which Bor-1663 rower or any of its Subsidiaries is a party. 1664 “Loan Documents” means, collectively, this Agreement, any Notes, the Guaranty and Security 1665 Agreement, the Mortgages, the Fee Letter, the L/C Reimbursement Agreements, each Perfection Certifi-1666 cate and, when executed, each document executed by a Loan Party and delivered to the Administrative 1667 Agent, any Lender or any L/C Issuer in connection with or pursuant to any of the foregoing or the Obliga-1668 tions, together with any modification of any term, or any waiver with respect to, any of the foregoing, 1669 excluding in any event Secured Hedging Agreements and Secured Cash Management Agreements. 1670 “Loan Party” means each Borrower and each Guarantor. 1671 “Loans” means any extension of credit under this Agreement by a Lender to the Borrower in the 1672 form of a Term Loan, Revolving Loan, the Swingline Loans, or any combination of the foregoing, as the 1673 context may require, which for the avoidance of doubt, shall include any Initial Term Loans, any Incre-1674 mental Term Loans and any extensions of credit under any Incremental Revolving Increase, any Extended 1675 Term Loans and any extensions of credit under any Extended Revolving Credit Commitment, any Refi-1676 nancing Term Loans and any extensions of credit under any Refinancing Revolving Credit Commitment 1677 and any Replacement Term Loans. 1678 “Management Advances” means loans or advances made to, or the incurrence of Guaranty Obli-1679 gations with respect to loans or advances made to, directors, officers, employees or consultants of any 1680 Parent Entity the Borrower or any Restricted Subsidiary: 1681 (1) (a) in respect of travel, entertainment or moving related expenses Incurred in the 1682 ordinary course of business or consistent with past practice or, (b) for purposes of funding any 1683 such person’s purchase of Stock (or similar obligations) of the Borrower or its Subsidiaries or any 1684 Parent Entity with (in the case of this subclause (b)) the approval of the Board of Directors or (c) 1685 in respect of moving-related expenses Incurred in connection with any closing or consolidation of 1686 any facility or office, or 1687 (2) not exceeding $15.0 million in the aggregate outstanding at any time. 1688 “Material Adverse Effect” means an effect that results in or causes, or could reasonably be ex-1689 pected to result in or cause, a material adverse change in any of (a) the condition (financial or otherwise), 1690 business, performance, results of operations or property of the Group Members, taken as a whole, (b) the 1691 ability of the Loan Parties (taken as a whole) to perform their payment obligations under any Loan Doc-1692 ument, or (c) the rights and remedies of the Administrative Agent, the Lenders and the other Secured Par-1693 ties under any Loan Document (except as a result of (x) the Collateral Agent’s failure to maintain posses-1694 sion of any stock certificates, promissory notes or other instruments delivered to it under the Loan Docu-1695 ments or (y) the Collateral Agent’s failure to take any action required to maintain or perfect a security 1696 interest in any other Collateral (solely to the extent that the Borrower provides the Collateral Agent writ-1697

 
-36- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 ten notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower has 1698 agreed in writing that the Collateral Agent will be responsible for taking such action). 1699 “Material Debt” means Indebtedness of the Borrower or any Restricted Subsidiary in an aggre-1700 gate principal amount of $30,000,000 or more. 1701 “Material Subsidiary” means, at any date of determination, each Subsidiary of the Borrower that 1702 is not an Immaterial Subsidiary (but including, in any case, any Subsidiary that has been designated as a 1703 Material Subsidiary as provided in, or has been designated as an Immaterial Subsidiary in a manner that 1704 does not comply with, the definition of “Immaterial Subsidiary”). 1705 “Maturity Date” means (i) with respect to the Initial Term Loans, the Term Loan Maturity Date; 1706 (ii) with respect to the Revolving Credit Facility, the Revolving Facility Maturity Date; (iii) with respect 1707 to any tranche of Extended Term Loans or Extended Revolving Credit Commitments, the final maturity 1708 date as specified in the applicable Extension Amendment, (iv) with respect to any Incremental Term 1709 Loans or Incremental Revolving Increase, the final maturity date as specified in the applicable Incremen-1710 tal Amendment, and (v) with respect to any Refinancing Term Loans or Refinancing Revolving Credit 1711 Commitments, the final maturity date as specified in the applicable Refinancing Amendment; provided 1712 that, in each case, if such day is not a Business Day, the Maturity Date shall be the Business Day immedi-1713 ately succeeding such day. 1714 “Maximum Lawful Rate” has the meaning specified in Section 2.9(d). 1715 “Moody’s” means Moody’s Investors Service, Inc. or any of its successors or assigns that is a Na-1716 tionally Recognized Statistical Rating Organization. 1717 “Mortgage” means any mortgage, deed of trust or other document in form and substance reasona-1718 bly satisfactory to the Administrative Agent executed or required herein to be executed by any Loan Party 1719 and granting a security interest over each Mortgaged Property in favor of the Administrative Agent as 1720 security for the Obligations. 1721 “Mortgage Supporting Documents” means, with respect to each Mortgaged Property, each docu-1722 ment (including title policies or marked-up unconditional insurance binders (in each case, together with 1723 copies of all documents referred to therein), American Land Title Association (or Texas Land Title Asso-1724 ciation, if applicable) as-built surveys (in form and as to date that is sufficiently acceptable to the title in-1725 surer issuing title insurance to the Administrative Agent for such title insurer to deliver endorsements, 1726 including without limitation, a mortgage recording tax endorsement as applicable, to such title insurance 1727 as reasonably requested by the Administrative Agent), environmental assessments and reports, appraisals 1728 required to comply with FIRREA (if applicable), local counsel opinions covering the due authorization, 1729 execution, delivery and enforceability of the Mortgages, and evidence regarding recording and payment 1730 of fees, insurance premium and taxes) that the Administrative Agent may reasonably request, to create, 1731 register, perfect, maintain, evidence the existence, substance, form or validity of or enforce a valid lien on 1732 each Mortgaged Property in favor of the Administrative Agent for the benefit of the Secured Parties, sub-1733 ject only to Permitted Liens and such Liens as the Administrative Agent may approve and in each case, in 1734 form and substance reasonably satisfactory to the Administrative Agent. 1735 “Mortgaged Property” means all real property owned by the Borrower or any of its Restricted 1736 Subsidiaries with a fair market value in excess of $5,000,000 as reasonably determined by the Borrower. 1737 The Mortgaged Property as of the Closing Date is set forth on Schedule 4.16(a). 1738

 
-37- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Multiemployer Plan” means any multiemployer plan, as defined in Section 400l(a)(3) of ERISA, 1739 to which any ERISA Affiliate has or can reasonably be expected to have an obligation to contribute (in-1740 cluding, without limitation, an obligation to pay Withdrawal Liability). 1741 “National Flood Insurance Program” means the program created by the U.S. Congress pursuant to 1742 the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as revised by the 1743 National Flood Insurance Reform Act of 1994, that mandates the purchase of flood insurance to cover 1744 real property improvements located in Special Flood Hazard Areas in participating communities and pro-1745 vides protection to property owners through a Federal Flood Insurance program. 1746 “Nationally Recognized Statistical Rating Organization” means a nationally recognized statistical 1747 rating organization within the meaning of Rule 436 under the U.S. Securities Act of 1933, as amended, 1748 and the rules and regulations of the SEC (or any successor thereto) promulgated thereunder, as amended. 1749 “Net Cash Proceeds” means proceeds received in cash from (a) any Sale of, or Property Loss 1750 Event with respect to, property, net of (i) the customary out-of-pocket cash costs, fees and expenses paid 1751 or required to be paid in connection therewith, (ii) the amount, if any, of all taxes and Permitted Tax Dis-1752 tributions paid or estimated to be payable by Borrower, any direct or indirect parent of Borrower, any eq-1753 uity holder of Borrower or any direct or indirect parent of Borrower or any of the Restricted Subsidiaries 1754 in connection with such Sale or Property Loss Event and (iii) any amount required to be paid or prepaid 1755 on Indebtedness (other than the Obligations and Indebtedness owing to any Group Member) secured by 1756 the property subject thereto, (b) any sale or issuance of Stock or incurrence of Indebtedness, in each case 1757 net of brokers’, advisors’ and investment banking fees and other customary out-of-pocket underwriting 1758 discounts, commissions and other customary out-of-pocket cash costs, fees and expenses, in each case 1759 incurred in connection with such transaction; provided, however, that any such proceeds received by any 1760 Subsidiary of the Borrower that is not a Wholly Owned Subsidiary of the Borrower shall constitute “Net 1761 Cash Proceeds” only to the extent of the aggregate direct and indirect beneficial ownership interest of the 1762 Borrower therein, or (c) with respect to any issuance or sale of Stock, means the cash proceeds of such 1763 issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing 1764 fees, discounts or commissions and brokerage, consultant and other fees and charges actually Incurred in 1765 connection with such issuance or sale and net of Taxes paid or reasonably estimated to be actually paya-1766 ble as a result of such issuance or sale (including, for the avoidance of doubt, any income, withholding 1767 and other Taxes payable as a result of the distribution of such proceeds to the Borrower and after taking 1768 into account any available tax credit or deductions and any tax sharing agreements, and including Permit-1769 ted Tax Distributions). 1770 “Non-Bank Tax Certificate” has the meaning provided in Section 2.17(e)(ii)(B)(3). 1771 “non-Expiring Credit Commitments” has the meaning set forth in Section 2.3(e). 1772 “Non-Funding Lender” means any Lender that has (a) failed to fund any payments required to be 1773 made by it under the Loan Documents within two Business Days after any such payment is due (exclud-1774 ing expense and similar reimbursements that are subject to good faith disputes), (b) given written notice 1775 (and the Administrative Agent has not received a revocation in writing), to the Borrower, the Administra-1776 tive Agent, any Lender, or the L/C Issuer or has otherwise publicly announced (and the Administrative 1777 Agent has not received notice of a public retraction) that such Lender believes it will fail to fund pay-1778 ments or purchases of participations required to be funded by it under the Loan Documents or one or 1779 more other syndicated credit facilities, (c) failed to fund, and not cured, loans, participations, advances, or 1780 reimbursement obligations under one or more other syndicated credit facilities, unless subject to a good 1781 faith dispute, or (d) (other than by way of an Undisclosed Administration) (i) become subject to a volun-1782 tary or involuntary case under the Bankruptcy Code or any similar bankruptcy laws, (ii) a custodian, con-1783

 
-38- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 servator, receiver or similar official appointed for it or any substantial part of such Person’s assets, or (iii) 1784 made a general assignment for the benefit of creditors, been liquidated, or otherwise been adjudicated as, 1785 or determined by any Governmental Authority having regulatory authority over such Person or its assets 1786 to be, insolvent or bankrupt, and for this clause (d), the Administrative Agent has determined that such 1787 Lender is reasonably likely to fail to fund any payments required to be made by it under the Loan Docu-1788 ments. 1789 “Non-U.S. Lender” means any Lender that is not a “United States person” as defined by Section 1790 7701(a)(30) of the Code. 1791 “Note” means a Term Note or Revolving Note, as the context may require. 1792 “Notice of Borrowing” has the meaning specified in Section 2.2(a). 1793 “Notice of Conversion or Continuation” has the meaning specified in Section 2.10(b). 1794 “Notice of Repayment/Prepayment/Cancellation” has the meaning specified in Section 2.13(e). 1795 “Oaktree” means, collectively, Oaktree Capital Management, L.P. and Oaktree Capital Group 1796 Holdings, GP, LLC, and funds or partnerships related to, or managed or advised by any of them or any 1797 Affiliate of any of them. 1798 “Obligations” means, with respect to any Loan Party, all amounts, obligations, liabilities, cove-1799 nants and duties of every type and description owing by such Loan Party to the Administrative Agent, any 1800 Lender, any L/C Issuer, any other Indemnitee, any participant, any SPV, any Secured Hedging Counter-1801 party or any Cash Management Bank arising out of, under, or in connection with, any Loan Document, 1802 any Secured Hedging Agreement or any Secured Cash Management Agreement, whether direct or indi-1803 rect (regardless of whether acquired by assignment), absolute or contingent, due or to become due, 1804 whether liquidated or not, now existing or hereafter arising and however acquired, and whether or not 1805 evidenced by any instrument or for the payment of money, including, without duplication, (a) if such 1806 Loan Party is the Borrower, all Loans and L/C Obligations, (b) all interest, whether or not accruing after 1807 the filing of any petition in bankruptcy or after the commencement of any insolvency, reorganization or 1808 similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any 1809 such proceeding, and (c) all other fees, expenses (including fees, charges and disbursement of counsel), 1810 interest, commissions, charges, costs, disbursements, indemnities and reimbursement of amounts paid and 1811 other sums chargeable to such Loan Party under any Loan Document (including those payable to 1812 L/C Issuers as described in Section 2.11); provided that in no event shall Excluded Swap Obligations of 1813 any Guarantor constitute Obligations with respect to such Guarantor. 1814 “Offer” has the meaning specified in the definition of the term “Permitted Loan Retirement.” 1815 “Other Taxes” means all present or future stamp, registration, or documentary Taxes or any other 1816 excise, property, intangible, mortgage recording, or similar Taxes arising from any payment made here-1817 under or under any other Loan Document or from the execution, delivery, or enforcement of, or otherwise 1818 with respect to, this Agreement or any other Loan Document; provided that such term shall not include 1819 any Taxes that result from an assignment, grant of a participation or transfer or assignment to or designa-1820 tion of a new lending office or other office for receiving payments under any Loan Document (“Assign-1821 ment Taxes”) to the extent such Assignment Taxes are imposed as a result of a connection between the 1822 assignor/participating Lender and/or the assignee/Participant and the taxing jurisdiction (other than a con-1823 nection arising solely from any Loan Documents or any transactions contemplated thereunder), except to 1824 the extent that any such action described in this proviso is requested or required by Borrower. 1825

 
-39- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Parent Entity” means any direct or indirect parent of the Borrower. 1826 “Parent Entity Expenses” means: 1827 (1) costs (including all professional fees and expenses) Incurred by any Parent Entity 1828 in connection with reporting obligations under or otherwise Incurred in connection with compli-1829 ance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory 1830 body or stock exchange, this Agreement or any other agreement or instrument relating to Indebt-1831 edness of the Borrower or any of its Subsidiaries, including in respect of any reports filed with re-1832 spect to the Securities Act, Exchange Act or the respective rules and regulations promulgated 1833 thereunder; 1834 (2) customary indemnification obligations of any Parent Entity owing to directors, 1835 officers, employees or other Persons under its articles, charter, by-laws, partnership agreement or 1836 other constituting documents or pursuant to written agreements with any such Person to the extent 1837 relating to the Borrower and its Subsidiaries; 1838 (3) obligations of any Parent Entity in respect of director and officer insurance (in-1839 cluding premiums therefor) to the extent relating to the Borrower and its Subsidiaries; 1840 (4) general corporate overhead expenses, including professional fees and expenses 1841 and other operational expenses of any Parent Entity related to the ownership or operation of the 1842 business of the Borrower or any of its Restricted Subsidiaries; and 1843 (5) customary expenses Incurred by any Parent Entity in connection with any offer-1844 ing sale, conversion or exchange of Stock or Indebtedness; and 1845 (6) amounts to finance Investments that would otherwise be permitted to be made 1846 pursuant to Section 8.5 if made by the Borrower; provided, that (A) such Restricted Payment 1847 shall be made substantially concurrently with the closing of such Investment, (B) such Parent En-1848 tity shall, immediately following the closing thereof, cause (1) all property acquired (whether as-1849 sets or Stock) to be contributed to the capital of the Borrower or one of its Restricted Subsidiaries 1850 or (2) the merger, consolidation or amalgamation of the Person formed or acquired into the Bor-1851 rower or one of its Restricted Subsidiaries permitted under Section 8.7 in order to consummate 1852 such Investment, (C) such Parent Entity and its Affiliates (other than the Borrower or a Restricted 1853 Subsidiary) receives no consideration or other payment in connection with such transaction ex-1854 cept to the extent the Borrower or a Restricted Subsidiary could have given such consideration or 1855 made such payment in compliance with this Agreement and such consideration or other payment 1856 is included as a Restricted Payment under this Agreement, (D) any property received by the Bor-1857 rower shall not increase the Available Amount and (E) such Investment shall be deemed to be 1858 made by the Borrower or such Restricted Subsidiary under another provision of Section 8.5 or 1859 under Section 8.3. 1860 “Participant Register” has the meaning specified in Section 2.14(a). 1861 “Patents” means all rights, title and interests (and all related IP Ancillary Rights) arising under 1862 any Requirement of Law in or relating to letters patent and applications therefor. 1863 “PBGC” means the United States Pension Benefit Guaranty Corporation and any successor there-1864 to. 1865

 
-40- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Perfection Certificate” means a certificate in the form of Exhibit J or any other form approved 1866 by the Administrative Agent, as the same shall be supplemented from time to time. 1867 “Permit” means, with respect to any Person, any permit, approval, authorization, license, registra-1868 tion, certificate, concession, grant, franchise, variance or permission from, any Governmental Authority, 1869 including without limitation, the FCC, in each case having the force or effect of law and legally binding 1870 upon such Person or any of its property or to which such Person or any of its property is subject. 1871 “Permitted Acquisition” means any acquisition by the Borrower or any of its Restricted Subsidi-1872 aries, whether by purchase, merger, amalgamation or otherwise, of all or substantially all of the assets of 1873 or any business line, unit, or division or any plant of, any Person or of at least a majority of the outstand-1874 ing Capital Stock of any Person (but in any event including any Investment in a Restricted Subsidiary 1875 which serves to increase such Borrower’s or any Subsidiary’s respective equity ownership in such Re-1876 stricted Subsidiary); provided that on the date of execution of the purchase agreement in respect of such 1877 acquisition, no Event of Default shall have occurred and be continuing or would result from the execution 1878 of such agreement. 1879 “Permitted Asset Swap” means the concurrent purchase and sale or exchange of assets used or 1880 useful in the Business or a combination of such assets and cash and Cash Equivalents between the Bor-1881 rower or any of its Subsidiaries and another Person; provided that any cash or Cash Equivalents received 1882 in excess of the value of any cash or Cash Equivalents sold or exchanged must be applied in accordance 1883 with Section 2.8 as and when required thereby. 1884 “Permitted First Priority Refinancing Debt” means any Credit Agreement Refinancing Indebted-1885 ness constituting any secured Indebtedness (including any Registered Equivalent Notes) incurred by the 1886 Borrower or any other Loan Party in the form of one or more series of senior secured notes or loans; pro-1887 vided that (i) such Indebtedness is secured by the Collateral on a pari passu basis with the Initial Term 1888 Loans and the Revolving Commitments to the extent secured by such Collateral, (ii) such Indebtedness 1889 shall be subject to a customary intercreditor agreement with the Administrative Agent that is reasonably 1890 satisfactory to the Administrative Agent, (iii) the security agreements relating to such Indebtedness are 1891 substantially the same as or not materially more favorable to the lenders providing such Permitted First 1892 Priority Refinancing Debt than the Guaranty and Security Agreement or other applicable Loan Document 1893 granting a security interest in the Collateral (with such differences as are reasonably satisfactory to the 1894 Administrative Agent) and (iv) such Indebtedness otherwise meets the requirements contained in the pro-1895 viso to the definition of “Credit Agreement Refinancing Indebtedness.” Permitted First Priority Refinanc-1896 ing Debt will include any Registered Equivalent Notes issued in exchange therefor. 1897 “Permitted Indebtedness” means any Indebtedness of any Group Member that is not prohibited by 1898 Section 8.1 or any other provision of any Loan Document. 1899 “Permitted Investment” means any Investment of any Group Member that is not prohibited by 1900 Section 8.3 or any other provision of any Loan Document. 1901 “Permitted Investors” means, collectively, (1) Oaktree, (2) General Electric Capital Corporation, 1902 (3) any one or more Persons, together with such Persons’ Affiliates, whose beneficial ownership consti-1903 tutes or results in a Change of Control that has been waived in accordance with the terms of this Agree-1904 ment, (4) members of management of the Borrower (or Parent Entity), (5) any Person who is acting solely 1905 as an underwriter in connection with a public or private offering of Stock of the Borrower, acting in such 1906 capacity, and (6) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange 1907 Act or any successor provision) of which any of the foregoing are members; provided that, in the case of 1908 such group and without giving effect to the existence of such group or any other group, Oaktree or Gen-1909

 
-41- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 eral Electric Capital Corporation and members of management of the Borrower, collectively, have benefi-1910 cial ownership of more than 50% of the total voting power of the Voting Stock of the Borrower held by 1911 such group. 1912 “Permitted Joint Venture” means the one time contribution of assets to a joint venture; provided 1913 that such contribution of assets, when taken together with the assets of any Subsidiary of the Borrower 1914 designated as an Unrestricted Subsidiary in reliance on the proviso to clause (i)(B) in Section 7.10(a), did 1915 not generate in excess of $2,500,000 of Consolidated EBITDA for the last period of four consecutive Fis-1916 cal Quarters ending on or before such date. 1917 “Permitted Junior Priority Refinancing Debt” means any Credit Agreement Refinancing Indebt-1918 edness constituting secured Indebtedness (including any Registered Equivalent Notes) incurred by the 1919 Borrower or any other Loan Party in the form of one or more series of second lien (or other junior lien) 1920 secured notes or second lien (or other junior lien) secured loans; provided that (i) such Indebtedness is 1921 secured by the Collateral on a second priority (or other junior priority) basis to the Liens securing the Ob-1922 ligations and the obligations in respect of any Permitted First Priority Refinancing Debt, (ii) such Indebt-1923 edness shall be subject to a customary intercreditor agreement with the Administrative Agent that is rea-1924 sonably satisfactory to the Administrative Agent, (iii) the security agreements relating to such Indebted-1925 ness are substantially the same as or not materially more favorable to the lenders providing such Permit-1926 ted Junior Priority Refinancing Debt than the Guaranty and Security Agreement or other applicable Loan 1927 Document granting a security interest in the Collateral (with such differences as are reasonably satisfacto-1928 ry to the Administrative Agent), (iv) such Indebtedness otherwise meets the requirements contained in the 1929 proviso to the definition of “Credit Agreement Refinancing Indebtedness” and (v) such Indebtedness 1930 meets the Permitted Other Debt Conditions. Permitted Junior Priority Refinancing Debt will include any 1931 Registered Equivalent Notes issued in exchange therefor. 1932 “Permitted Lien” means any Lien on or with respect to the property of any Group Member that is 1933 not prohibited by Section 8.2 or any other provision of any Loan Document. 1934 “Permitted Loan Retirement” means any transaction pursuant to which (a) the Borrower purchas-1935 es all or any portion of any Class of Term Loans with cash of the Borrower and its Subsidiaries (other 1936 than the proceeds of any Revolving Loans), as certified by a Responsible Officer of the Borrower, pursu-1937 ant to one or more offers on terms and conditions (including the form of notice thereof) agreed to by the 1938 Borrower and the Administrative Agent (each, an “Offer”) that were made available to all Term Lenders 1939 of such Class on a pro rata basis according to the principal amount of the Term Loans of such Class then 1940 held by such Term Lenders, (b) no Event of Default shall have occurred or be continuing (c) concurrent 1941 with such purchase, the Borrower forgives all Indebtedness represented by such Term Loans purchased 1942 thereby as evidenced by a written instrument delivered to the Administrative Agent, in form and sub-1943 stance reasonably satisfactory to the Administrative Agent and made available to the Term Lenders of 1944 such Class, (d) after giving effect to such purchase, there shall be no Revolving Loans outstanding and (e) 1945 after giving effect to such purchase, the conditions set forth in Section 11.2(b)(iii) shall continue to be 1946 true; provided, however, that (i) the Borrower shall have delivered a notice of each such Offer to the Ad-1947 ministrative Agent and all Term Lenders of such Class no later than noon (New York City time) at least 1948 five Business Days in advance of the proposed consummation date of such Offer in form and substance 1949 reasonably acceptable to the Administrative Agent and (ii) the maximum dollar amount of the Offer shall 1950 be no less than $1,000,000. 1951 “Permitted Other Debt Conditions” means that such applicable Indebtedness does not mature or 1952 have scheduled amortization payments of principal or payments of principal and is not subject to manda-1953 tory redemption, repurchase, prepayment or sinking fund obligations (except (x) customary asset sale, 1954 initial public offering or change of control or similar event provisions that provide for the prior repayment 1955

 
-42- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 in full of the Loans and all other Obligations, (y) maturity payments for a customary bridge financing 1956 which, subject to customary conditions, provides for automatic conversion or exchange into Indebtedness 1957 that otherwise complies with the requirements of this definition or (z) AHYDO payments), in each case 1958 prior to the Latest Maturity Date at the time such Indebtedness is incurred. 1959 “Permitted Refinancing” means Indebtedness constituting a refinancing or extension of Permitted 1960 Indebtedness that (a) has an aggregate outstanding principal amount not greater than the sum of (x) ag-1961 gregate principal amount of such Permitted Indebtedness plus accrued and unpaid interest thereon and 1962 accrued and unpaid fees and reasonable expenses related thereto outstanding at the time of such refinanc-1963 ing or extension plus other reasonable amounts paid, and fees and expenses reasonably incurred, in con-1964 nection with such refinancing or extension and by an amount equal to any existing commitments unu-1965 tilized thereunder, plus (y) the amount of any early prepayment penalties actually paid as a result of such 1966 Permitted Refinancing, (b) has a weighted average maturity (in each case measured as of the date of such 1967 refinancing or extension) and maturity no shorter or earlier, as applicable than that of such Permitted In-1968 debtedness, (c) is not entered into as part of a Sale and Leaseback Transaction, (d) is not secured by any 1969 property or any Lien other than those securing such Permitted Indebtedness and (e) is otherwise on terms 1970 no less favorable to the Group Members, taken as a whole, than those of such Permitted Indebtedness; 1971 provided, however, that, notwithstanding the foregoing, (x) the terms of such Permitted Indebtedness may 1972 be modified as part of such Permitted Refinancing if such modification would have been permitted pursu-1973 ant to Section 8.11 and (y) no Guaranty Obligation for such Indebtedness shall constitute part of such 1974 Permitted Refinancing unless similar Guaranty Obligations with respect to such Permitted Indebtedness 1975 existed and constituted Permitted Indebtedness prior to such refinancing or extension. 1976 “Permitted Reinvestment” means, with respect to the Net Cash Proceeds of any Sale or Property 1977 Loss Event, to acquire (or make Capital Expenditures to finance the acquisition, repair, replacement, im-1978 provement, upgrade or construction of), to the extent otherwise permitted hereunder, property used or 1979 useful in the Business of the Borrower or any of its Subsidiaries (including through a Permitted Acquisi-1980 tion) or, if such Property Loss Event involves loss or damage to property, to repair such loss or damage or 1981 to the extent otherwise permitted hereunder, acquire property used or useful in the Business. 1982 “Permitted Repricing Amendment” has the meaning specified in Section 11.1(a). 1983 “Permitted Tax Distribution” means, if and for so long as the Borrower is a member of a group 1984 filing a consolidated or combined tax return with any Parent Entity, any dividends or other distributions to 1985 fund any income Taxes for which such Parent Entity is liable up to an amount not to exceed with respect 1986 to such Taxes the excess of (i) the amount of any such Taxes that the Borrower and its Subsidiaries would 1987 have been required to pay on a separate company basis or on a consolidated basis calculated as if the Bor-1988 rower and its Subsidiaries had paid Tax on a consolidated, combined, group, affiliated or unitary basis on 1989 behalf of an affiliated group consisting only of the Borrower and its Subsidiaries over (ii) the amount of 1990 such Taxes paid directly by the Borrower or its Subsidiaries. 1991 “Permitted Unsecured Refinancing Debt” means Credit Agreement Refinancing Indebtedness 1992 constituting unsecured Indebtedness (including any Registered Equivalent Notes) incurred by the Bor-1993 rower or any other Loan Party in the form of one or more series of senior unsecured notes or loans; pro-1994 vided that (i) such Indebtedness otherwise meets the requirements contained in the proviso to the defini-1995 tion on Credit Agreement Refinancing Indebtedness and (ii) meets the Permitted Other Debt Conditions. 1996 Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchange 1997 therefor. 1998

 
-43- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Person” means any individual, corporation, partnership, joint venture, association, joint-stock 1999 company, trust, unincorporated organization, limited liability company, government or any agency or po-2000 litical subdivision thereof or any other entity. 2001 “Preferred Stock” means, as applied to the Stock of any Person, Stock of any class or classes 2002 (however designated) which is preferred as to the payment of dividends or as to the distribution of assets 2003 upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Stock of any 2004 other class of such Person. 2005 “Prime Rate” means the rate of interest per annum announced from time to time by RBC (or any 2006 successor to RBC in its capacity as Administrative Agent) as its prime commercial lending rate in effect 2007 at its principal office in New York City. The Prime Rate is a reference rate and does not necessarily rep-2008 resent the lowest or best rate actually charged to any customer. 2009 “Pro Forma Basis” means, with respect to any determination for any period and any Pro Forma 2010 Transaction, that such determination shall be made by giving pro forma effect to each such Pro Forma 2011 Transaction, as if each such Pro Forma Transaction had been consummated on the first day of such peri-2012 od, based on historical results accounted for in accordance with GAAP and, to the extent applicable, rea-2013 sonable assumptions made in good faith that are specified in detail in the relevant Compliance Certificate, 2014 Financial Statement or other document provided to the Administrative Agent or any Lender in connection 2015 herewith (i) in accordance with Regulation S-X of the Securities Act of 1933 or (ii) give effect to events 2016 that (x) were actually implemented by the business that was the subject of the applicable Pro Forma 2017 Transaction within 18 months after the date of such transaction and are factually supportable and quanti-2018 fiable by the underlying accounting records of such business or (y) relate to the business that is the subject 2019 of the Pro Forma Transaction and are reasonably determined by the Borrower to be probable based upon 2020 specifically identifiable actions to be taken within 18 months after the date of such Pro Forma Transac-2021 tion; provided that that any such pro forma increase or decrease to Consolidated EBITDA shall be without 2022 duplication for cost savings or additional costs already included in such Consolidated EBITDA for such 2023 Test Period. 2024 “Pro Forma Transaction” means any Investment, any Permitted Acquisition, any Sale of property 2025 or assets, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation, Incre-2026 mental Term Loans or Incremental Revolving Increase, or other event, in each case that by the terms of 2027 this Agreement requires a determination on a Pro Forma Basis; provided that an Incremental Revolving 2028 Increase, for purposes of this “Pro Forma Transaction” definition, shall be deemed fully drawn. 2029 “Pro Rata Outstandings,” of any Lender at any time, means (a) in the case of any Term Loan Fa-2030 cility, the outstanding principal amount of the Term Loans under such Term Loan Facility owing to such 2031 Lender and (b) in the case of the Revolving Credit Facility, the sum of (i) the outstanding principal 2032 amount of Revolving Loans owing to such Lender and (ii) the amount of the participation of such Lender 2033 in the L/C Obligations outstanding with respect to all Letters of Credit. 2034 “Pro Rata Share” means, with respect to any Lender and any Facility or Facilities at any time, the 2035 percentage obtained by dividing (a) the sum of the Commitments (or, if such Commitments in any such 2036 Facility are terminated, the Pro Rata Outstandings therein) of such Lender then in effect under such Facil-2037 ities by (b) the sum of the Commitments (or, if such Commitments in any such Facility are terminated, 2038 the Pro Rata Outstandings therein) of all Lenders then in effect under such Facilities; provided, however, 2039 that, if there are no Commitments and no Pro Rata Outstandings in any of such Facilities, such Lender’s 2040 Pro Rata Share in such Facilities shall be determined based on the Pro Rata Share in such Facilities most 2041 recently in effect, after giving effect to any subsequent assignment and any subsequent non-pro rata pay-2042 ments of any Lender pursuant to Section 2.18. 2043

 
-44- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Projections” means, collectively, the Initial Projections and any document delivered pursuant to 2044 Section 6.1(f). 2045 “Property Loss Event” means, with respect to any property, any loss of or damage to such proper-2046 ty or any taking of such property or condemnation thereof. 2047 “Purchase Money Obligations” means any Indebtedness Incurred to finance or refinance the ac-2048 quisition, leasing, construction or improvement of property (real or personal) or assets (including Stock), 2049 and whether acquired through the direct acquisition of such property or assets or the acquisition of the 2050 Stock of any Person owning such property or assets, or otherwise. 2051 “Radio Station Licenses” means all licenses, Permits, permissions and other authorizations issued 2052 by the FCC for the operation of any Radio Station. 2053 “Radio Stations” means and includes, collectively, (a) all of the AM and FM radio stations owned 2054 and operated by the Borrower or any of its Subsidiaries as of the Closing Date and (b) all radio stations 2055 from time to time acquired after the Closing Date by the Borrower or any of its Subsidiaries. 2056 “Reference Date” has the meaning specified in the definition of “Available Amount.” 2057 “Refinanced Debt” has the meaning set forth in the definition of “Credit Agreement Refinancing 2058 Indebtedness.” 2059 “Refinanced Term Loans” has the meaning set forth in Section 11.1(a). 2060 “Refinancing Amendment” means an amendment to this Agreement executed by each of (a) the 2061 Borrower, (b) the Administrative Agent, (c) each Additional Refinancing Lender and (d) each Lender that 2062 agrees to provide any portion of Refinancing Term Loans, Refinancing Term Commitments, Refinancing 2063 Revolving Credit Commitments or Refinancing Revolving Loans incurred pursuant thereto, in accordance 2064 with Section 2.20. 2065 “Refinancing Revolving Credit Commitments” means one or more Classes of revolving credit 2066 commitments hereunder that result from a Refinancing Amendment. 2067 “Refinancing Revolving Loans” means one or more Classes of Revolving Loans that result from 2068 a Refinancing Amendment. 2069 “Refinancing Series” means all Refinancing Term Loans, Refinancing Term Commitments, Refi-2070 nancing Revolving Loans, or Refinancing Revolving Credit Commitments that are established pursuant to 2071 the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refi-2072 nancing Amendment expressly provides that the Refinancing Term Loans, Refinancing Term Commit-2073 ments, Refinancing Revolving Loans, or Refinancing Revolving Credit Commitments provided for there-2074 in are intended to be a part of any previously established Refinancing Series) and that provide for the 2075 same All-In Yield (other than, for this purpose, any original issue discount or upfront fees), if applicable, 2076 and amortization schedule. 2077 “Refinancing Term Commitments” means one or more term loan commitments hereunder that 2078 fund Refinancing Term Loans of the applicable Refinancing Series hereunder pursuant to a Refinancing 2079 Amendment. 2080

 
-45- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Refinancing Term Loans” means one or more Classes of term loans hereunder that result from a 2081 Refinancing Amendment. 2082 “Refunding Capital Stock” has the meaning specified in Section 8.5(e). 2083 “Register” has the meaning specified in Section 2.14(b). 2084 “Registered Equivalent Notes” means, with respect to any notes originally issued in an offering 2085 pursuant to Rule 144A under the Securities Act or other private placement transaction under the Securi-2086 ties Act, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange 2087 therefor pursuant to an exchange offer registered with the SEC. 2088 “Reinvestment Prepayment Amount” means, with respect to any Net Cash Proceeds on the Rein-2089 vestment Prepayment Date therefor, the amount of such Net Cash Proceeds less any amount paid or re-2090 quired to be paid by any Group Member to make Permitted Reinvestments with such Net Cash Proceeds 2091 pursuant to a Contractual Obligation entered into prior to such Reinvestment Prepayment Date. 2092 “Reinvestment Prepayment Date” means, with respect to any portion of any Net Cash Proceeds of 2093 any Sale or Property Loss Event, the earliest of (a) the 365th day (or, so long as such Net Cash Proceeds 2094 have been committed by the Borrower to make Permitted Reinvestments as evidenced by a written notice 2095 provided to the Administrative Agent, the 540th day) after the completion of the portion of such Sale or 2096 Property Loss Event corresponding to such Net Cash Proceeds, (b) the date that is five (5) Business Days 2097 after the date on which the Borrower shall have notified the Administrative Agent of the Borrower’s de-2098 termination not to make Permitted Reinvestments with such Net Cash Proceeds, (c) the occurrence of any 2099 Event of Default set forth in Section 9.1(e)(ii) and (d) five (5) Business Days after the delivery of a notice 2100 by the Administrative Agent or the Required Lenders to the Borrower during the continuance of any other 2101 Event of Default. 2102 “Related Documents” means, collectively, the Senior Notes Indenture, the payoff letter with re-2103 spect to the Existing Credit Agreement executed and delivered to the Administrative Agent in connection 2104 with Section 3.1(d) and each other document executed with respect to any of the foregoing. 2105 “Related Person” means, with respect to any Person, each Affiliate of such Person and each direc-2106 tor, officer, employee, agent, trustee, representative, attorney, accountant and each insurance, environ-2107 mental, legal, financial and other advisor (including those retained in connection with the satisfaction or 2108 attempted satisfaction of any condition set forth in Article 3) and other consultants and agents of or to 2109 such Person or any of its Affiliates, together with, if such Person is the Administrative Agent, each other 2110 Person or individual designated, nominated or otherwise mandated by or helping the Administrative 2111 Agent pursuant to and in accordance with Section 10.4 or any comparable provision of any Loan Docu-2112 ment. 2113 “Related Transactions” means the transactions contemplated by the Related Documents and the 2114 payment of all related fees, costs and expenses. 2115 “Release” means any release, threatened release, spill, emission, leaking, pumping, pouring, emit-2116 ting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration 2117 of Hazardous Material into or through the environment. 2118 “Relevant Four Fiscal Quarter Period” has the meaning specified in Section 9.5. 2119

 
-46- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Remedial Action” means all actions required by Environmental Laws to (a) clean up, remove, 2120 treat or in any other way address any Hazardous Material in the indoor or outdoor environment, (b) pre-2121 vent or minimize any Release so that a Hazardous Material does not migrate or endanger or threaten to 2122 endanger public health or welfare or the indoor or outdoor environment or (c) perform pre-remedial stud-2123 ies and investigations and post-remedial monitoring and care with respect to any Hazardous Material. 2124 “Replacement Term Loans” has the meaning set forth in Section 11.1(a). 2125 “Repricing Event” means each of (a) the prepayment, repayment, refinancing, substitution or re-2126 placement of all or a portion of the Initial Term Loans substantially concurrently with the incurrence by 2127 any Loan Party of any term loans (including any Replacement Term Loans or Specified Refinancing 2128 Term Loans) having an All-In Yield (with the comparative determinations to be made by the Administra-2129 tive Agent in a manner consistent with generally accepted financial practices, and in any event consistent 2130 with the second proviso to Section 2.19(e)(iii)) that is less than the All-In Yield (as determined by the 2131 Administrative Agent on the same basis) applicable to such Initial Term Loans so prepaid, repaid, re-2132 financed, substituted or replaced and (b) any amendment, waiver or other modification to this Agreement 2133 that would have the effect of reducing the All-In Yield (to be determined by the Administrative Agent on 2134 the same basis as set forth in preceding clause (a)) of, the Initial Term Loans; provided that the primary 2135 purpose of such prepayment, repayment, refinancing, substitution, replacement, amendment, waiver or 2136 other modification was to reduce the All-In Yield of the Initial Term Loans. Any such determination by 2137 the Administrative Agent as contemplated by preceding clauses (a) and (b) shall be conclusive and bind-2138 ing on all Lenders, and the Administrative Agent shall have no liability to any Person with respect to such 2139 determination absent gross negligence or willful misconduct (as determined by a court of competent ju-2140 risdiction in a final, non-appealable decision). 2141 “Required Lenders” means, at any time, Lenders (other than Non-Funding Lenders) having out-2142 standing Revolving Loans, outstanding Swingline Loans, outstanding Letters of Credit (limited, in the 2143 case of any drawn Letter of Credit, to the unreimbursed amount), outstanding Term Loans and unused 2144 Commitments representing more than 50% of the aggregate outstanding Revolving Loans, outstanding 2145 Swingline Loans, outstanding Letters of Credit (limited, in the case of any drawn Letter of Credit, to the 2146 unreimbursed amount), outstanding Term Loans and unused Commitments at such time; provided that 2147 that, to the extent set forth in Section 11.2(b), the Loans of any Affiliate Lender shall be excluded for pur-2148 poses of making a determination of Required Lenders. No Non-Funding Lender shall be included in the 2149 calculation of Required Lenders. 2150 “Required Revolving Credit Lenders” means, at any time, (a) Lenders having at such time in ex-2151 cess of 50% of the aggregate Revolving Credit Commitments (or, if such Commitments are terminated, 2152 the sum of the amounts of the participations in Swingline Loans, the principal amount of the unparticipat-2153 ed portions of the Swingline Loans and the Pro Rata Outstandings in the Revolving Credit Facility and 2154 outstanding Letters of Credit (limited, in the case of any drawn Letter of Credit, to the unreimbursed 2155 amount)) then in effect, ignoring, in such calculation, the amounts held by any Non-Funding Lender and 2156 (b) so long as there are two or more non-affiliated Lenders with Revolving Credit Commitments, at least 2157 two Lenders that are not Affiliates of the Borrower with Revolving Credit Commitments and if there are 2158 two or fewer Lenders that are not Affiliates of the Borrower with Revolving Credit Commitments, all 2159 Lenders that are not Affiliates of the Borrower with Revolving Credit Commitments. 2160 “Requirements of Law” means, with respect to any Person, collectively, the common law and all 2161 federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules 2162 and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including adminis-2163 trative or judicial precedents or authorities) and the interpretation or administration thereof by, and other 2164 determinations, directives, requirements or requests of, any Governmental Authority, in each case wheth-2165

 
-47- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 er or not having the force of law and that are applicable to or binding upon such Person or any of its prop-2166 erty or to which such Person or any of its property is subject. 2167 “Responsible Officer” means, with respect to any Person, any of the president, chief executive of-2168 ficer, chief financial officer, vice president, treasurer, assistant treasurer, controller, managing member or 2169 general partner of such Person but, in any event, with respect to financial matters, any such officer that is 2170 responsible for preparing the Financial Statements delivered hereunder and, with respect to the Corporate 2171 Chart and other documents delivered pursuant to Section 6.1(e), documents delivered on the Closing Date 2172 and documents delivered pursuant to Section 7.11, the secretary or assistant secretary of such Person or 2173 any other officer responsible for maintaining the corporate and similar records of such Person. 2174 “Restricted Payment” means (a) to declare or pay any dividend or make any distribution on or in 2175 respect of the Borrower’s or any Restricted Subsidiary’s Stock (including any such payment in connection 2176 with any merger, amalgamation or consolidation involving the Borrower or any of its Restricted Subsidi-2177 aries) except (i) dividends or distributions payable in Stock of the Borrower (other than Disqualified 2178 Stock) or in options, warrants or other rights to purchase such Stock of the Borrower; and (ii) dividends or 2179 distributions payable to the Borrower or a Restricted Subsidiary (and, in the case of any such Restricted 2180 Subsidiary making such dividend or distribution, to holders of its Stock other than the Borrower or anoth-2181 er Restricted Subsidiary on no more than a pro rata basis); or (b) to purchase, redeem, retire or otherwise 2182 acquire for value any Stock of the Borrower or any Parent Entity of the Borrower held by Persons other 2183 than the Borrower or a Restricted Subsidiary. 2184 “Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsid-2185 iary. 2186 “Revolver Extension Request” has the meaning set forth in Section 2.21(b). 2187 “Revolver Extension Series” has the meaning set forth in Section 2.21(b). 2188 “Revolving Credit Commitment” means, with respect to each Revolving Credit Lender, the 2189 commitment of such Lender to make Revolving Loans, which commitment is in the amount set forth op-2190 posite such Lender’s name on Schedule I under the caption “Revolving Credit Commitment,” as amended 2191 to reflect Assignments and as such amount may be reduced pursuant to this Agreement. The aggregate 2192 amount of the Revolving Credit Commitments on the Closing Date is $50,000,000. 2193 “Revolving Credit Facility” means the Revolving Credit Commitments and the provisions herein 2194 related to the Revolving Loans, Swingline Loans and Letters of Credit. 2195 “Revolving Credit Lender” means each Lender that has a Revolving Credit Commitment, holds a 2196 Revolving Loan or participates in any Swing Loan or Letter of Credit. 2197 “Revolving Credit Outstandings” means, at any time, the sum of, in each case to the extent out-2198 standing at such time, (a) the aggregate principal amount of the Revolving Loans and Swingline Loans 2199 and (b) the L/C Obligations for all Letters of Credit. 2200 “Revolving Credit Termination Date” means the earliest of (a) the Revolving Credit Facility Ma-2201 turity Date, (b) the date of termination of the Revolving Credit Commitments pursuant to Section 2.5 or 2202 9.2 and (c) the date on which the Obligations become due and payable pursuant to Section 9.2. 2203 “Revolving Credit Facility Maturity Date” means the fifth (5th) anniversary of the Closing Date. 2204

 
-48- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Revolving Loan” has the meaning specified in Section 2.1(a). 2205 “Revolving Note” means a promissory note of the Borrower, substantially in the form of Exhibit 2206 B-2, payable to a Lender or its registered assigns, evidencing the aggregate Indebtedness of the Borrower 2207 to such Lender resulting from the Revolving Loans made or held by such Lender. 2208 “S&P” means Standard & Poor’s Investors Ratings Services or any of its successors or assigns 2209 that is a Nationally Recognized Statistical Rating Organization. 2210 “Sale and Leaseback Transaction” means any arrangement providing for the leasing by the Bor-2211 rower or any of its Restricted Subsidiaries of any real or tangible personal property, which property has 2212 been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to a third Person in con-2213 templation of such leasing. 2214 “SEC” means the United States Securities and Exchange Commission or any successor thereto. 2215 “Secured Cash Management Agreement” means any Cash Management Agreement that is en-2216 tered into by and between any Loan Party and any Cash Management Bank to the extent that such Cash 2217 Management Agreement is designated in writing by the Borrower and such Cash Management Bank to 2218 the Administrative Agent as a Secured Cash Management Agreement. 2219 “Secured Hedging Agreement” means any Hedging Agreement that (a) has been entered into with 2220 a Secured Hedging Counterparty, (b) in the case of a Hedging Agreement not entered into with or provid-2221 ed or arranged by Royal Bank or an Affiliate of Royal Bank, is expressly identified as being a “Secured 2222 Hedging Agreement” hereunder in a joint notice from such Loan Party and such Person delivered to the 2223 Administrative Agent reasonably promptly after the execution of such Hedging Agreement and (c) meets 2224 the requirements of Section 8.1(h). 2225 “Secured Hedging Counterparty” means (a) a Person who has entered into a Hedging Agreement 2226 with a Loan Party if such Hedging Agreement was provided or arranged by Royal Bank or an Affiliate of 2227 Royal Bank, and any assignee of such Person or (b) a Lender or an Affiliate of a Lender who has entered 2228 into a Hedging Agreement with a Loan Party (or a Person who was a Lender or an Affiliate of a Lender at 2229 the time of execution and delivery of the Hedging Agreement), including any Hedging Agreement entered 2230 into by a Person that is a Lender or an Affiliate of a Lender on the Closing Date with a Loan Party prior to 2231 the Closing Date. 2232 “Secured Parties” means the Lenders, the L/C Issuers, the Administrative Agent, any Secured 2233 Hedging Counterparty, each Cash Management Bank, each other Indemnitee and any other holder of any 2234 Obligation of any Loan Party. 2235 “Security” means all Stock, Stock Equivalents, voting trust certificates, bonds, debentures, in-2236 struments and other evidence of Indebtedness, whether or not secured, convertible or subordinated, all 2237 certificates of interest, share or participation in, all certificates for the acquisition of, and all warrants, op-2238 tions and other rights to acquire, any Security. 2239 “Sell” means, with respect to any property, to sell, convey, transfer, assign, license, lease or oth-2240 erwise dispose of, any interest therein or to permit any Person to acquire any such interest, including, in 2241 each case, through a Sale and Leaseback Transaction or through a sale, factoring at maturity, collection of 2242 or other disposal, with or without recourse, of any notes or accounts receivable. Conjugated forms there-2243 of and the noun “Sale” have correlative meanings. 2244

 
-49- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Senior Notes” means the 6.50% Senior Notes due April 1, 2023, issued by the Borrower in Dol-2245 lars and governed by the terms of the Senior Notes Indenture, whether issued on or about the Closing 2246 Date or registered with the SEC and received by the Borrower in exchange for any Senior Note issued on 2247 or about the Closing Date. 2248 “Senior Notes Indenture” means the Indenture, dated as of April 1, 2015, between the Borrower 2249 and the Senior Notes Trustee. 2250 “Senior Notes Trustee” means Wilmington Trust, National Association, as trustee under the Sen-2251 ior Notes Indenture. 2252 “Solvent” means, with respect to any Person as of any date of determination, that, as of such date, 2253 (a) the value of the assets of such Person (both at fair value and present fair saleable value) is greater than 2254 the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (b) such 2255 Person is able to pay all liabilities of such Person as such liabilities mature and (c) such Person does not 2256 have unreasonably small capital. In computing the amount of contingent or unliquidated liabilities at any 2257 time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances exist-2258 ing at such time, represents the amount that can reasonably be expected to become an actual or matured 2259 liability. 2260 “Special Flood Hazard Area” means an area that FEMA’s current flood maps indicate as an area 2261 having special flood or mudflow and/or flood erosion hazard. 2262 “Specified Equity Contribution” has the meaning specified in Section 9.5. 2263 “Sponsor” means Oaktree and its Affiliates and funds or partnerships managed or advised by 2264 them or any of their Affiliates, but not including, however, any of their respective portfolio companies. 2265 “SPV” means any special purpose funding vehicle identified as such in a writing by any Lender 2266 to the Administrative Agent. 2267 “Stock” means, with respect to any Person, any and all shares of, rights to purchase, warrants, op-2268 tions or depositary receipts for, or other equivalents of or partnership or other interests in (however desig-2269 nated), equity of such Person, including any Preferred Stock, but excluding any debt securities convertible 2270 into such equity. 2271 “Stock Equivalents” means all securities convertible into or exchangeable for Stock or any other 2272 Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire 2273 any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisa-2274 ble. 2275 “Subordinated Debt” means any Indebtedness that is subordinated to the payment in full of the 2276 Obligations on terms and conditions reasonably satisfactory to the Administrative Agent. 2277 “Subsidiary” means, with respect to any Person: 2278 (1) any corporation, association, or other business entity (other than a partnership, 2279 joint venture, limited liability company or similar entity) of which more than 50% of the total vot-2280 ing power of shares of Stock entitled (without regard to the occurrence of any contingency) to 2281 vote in the election of directors, managers or trustees thereof is at the time of determination 2282

 
-50- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiar-2283 ies of that Person or a combination thereof; or 2284 (2) any partnership, joint venture, limited liability company or similar entity of 2285 which: 2286 (a) more than 50% of the capital accounts, distribution rights, total equity 2287 and voting interests or general or limited partnership interests, as applicable, are owned 2288 or controlled, directly or indirectly, by such Person or one or more of the other Subsidiar-2289 ies of that Person or a combination thereof whether in the form of membership, general, 2290 special or limited partnership interests or otherwise; and 2291 (b) such Person or any Subsidiary of such Person is a controlling general 2292 partner or otherwise controls such entity. 2293 “Substitute Lender” has the meaning specified in Section 2.18(a). 2294 “Swap Obligation” means, with respect to any Person, any obligation to pay or perform under any 2295 agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the 2296 Commodity Exchange Act. 2297 “SWDA” means the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.). 2298 “Swingline Loan” has the meaning specified in Section 2.3(a). 2299 “Swingline Commitment” means $5,000,000. 2300 “Swingline Lender” means, each in its capacity as Swingline Lender hereunder, Royal Bank or, 2301 upon the resignation of Royal Bank as Administrative Agent hereunder, any Lender (or Affiliate or Ap-2302 proved Fund of any Lender) that agrees, with the approval of the Administrative Agent (or, if there is no 2303 such successor Administrative Agent, the Required Lenders) and the Borrower, to act as the Swingline 2304 Lender hereunder. 2305 “Swingline Request” has the meaning specified in Section 2.3(b). 2306 “Synthetic Lease” means, as to any Person, any lease (including leases that may be terminated by 2307 the lessee at any time) of any property (whether real, personal or mixed) that is designed to permit the 2308 lessee (a) to treat such lease as an operating lease, or not to reflect the leased property on the lessee’s bal-2309 ance sheet, under GAAP and (b) to claim depreciation on such property for U.S. federal income tax pur-2310 poses, other than any such lease under which such Person is the lessor. 2311 “Taxes” means any and all present or future taxes, duties, levies, imposts, assessments, deduc-2312 tions, withholdings or other similar charges imposed by any Governmental Authority, whether computed 2313 on a separate, consolidated, unitary, combined or other basis and any interest, fines, penalties or additions 2314 to tax with respect to the foregoing. 2315 “Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the 2316 Borrower hereunder, expressed as an amount representing the maximum principal amount of the Term 2317 Loan to be made by such Term Lender under this Agreement, as such commitment may be (a) reduced 2318 from time to time pursuant to Section 2.5 and (b) reduced or increased from time to time pursuant to 2319 (i) assignments by or to such Term Lender pursuant to an Assignment (ii) an Incremental Amendment, 2320

 
-51- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (iii) a Refinancing Amendment, (iv) an Extension Amendment or (v) the incurrence of Replacement Term 2321 Loans. 2322 “Term Facility” means (a) prior to the Closing Date, the Initial Term Loan Commitments and 2323 (b) thereafter, each Class of Term Loans and/or Term Commitments. 2324 “Term Lender” means, at any time, any Lender that has (a) an outstanding Term Commitment or 2325 (b) an outstanding Term Loan at such time. 2326 “Term Loan Extension Request” has the meaning set forth in Section 2.21(a). 2327 “Term Loan Extension Series” has the meaning set forth in Section 2.21(a). 2328 “Term Loan Maturity Date” means the seventh (7th) anniversary of the Closing Date. 2329 “Term Loans” means any Initial Term Loan, Extended Term Loan, Incremental Term Loan, Re-2330 financing Term Loan or Replacement Term Loan, as the context may require. 2331 “Term Note” means a promissory note of the Borrower, substantially in the form of Exhibit B-1, 2332 payable to a Lender or its registered assigns, evidencing the aggregate Indebtedness of the Borrower to 2333 such Lender resulting from the Term Loans made by such Lender. 2334 “Test Period” means, for any determination under this Agreement, the four consecutive fiscal 2335 quarters of the Borrower then last ended and for which Financial Statements shall have been delivered (or 2336 required to be delivered) to the Administrative Agent pursuant to Section 6.1 (or, before the first delivery 2337 of Financial Statements pursuant to Section 6.1, the most recent period of four fiscal quarters at the end of 2338 which financial statements are available). 2339 “Title IV Plan” means a pension plan subject to Title IV of ERISA, other than a Multiemployer 2340 Plan, sponsored or maintained by an ERISA Affiliate or to which any ERISA Affiliate has an obligation 2341 to contribute or could otherwise have liability. 2342 “Total Assets” means, as of any date, the total consolidated assets of the Borrower and its Subsid-2343 iaries on a consolidated basis, as shown on the most recent consolidated balance sheet of the Borrower 2344 and its Subsidiaries, determined on a Pro Forma Basis. 2345 “Total Leverage Ratio” means, with respect to any Person as of any date, the ratio of 2346 (a) Consolidated Total Debt of such Person outstanding as of such date to (b) Consolidated EBITDA for 2347 such Person for the last period of four consecutive Fiscal Quarters ending on or before such date. 2348 “Total Net Leverage Ratio” means, with respect to any Person as of any date, the ratio of 2349 (a) Consolidated Total Debt of such Person outstanding as of such date minus unrestricted cash and Cash 2350 Equivalents of Borrower and its Restricted Subsidiaries (other than the proceeds of any Indebtedness the 2351 incurrence of which gives rise to the need to calculate the Total Net Leverage Ratio) to (b) Consolidated 2352 EBITDA for such Person for the last period of four consecutive Fiscal Quarters ending on or before such 2353 date. 2354 “Trade Secrets” means all right, title and interest (and all related IP Ancillary Rights) arising un-2355 der any Requirement of Law in or relating to trade secrets. 2356

 
-52- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Trademarks” means all rights, title and interests (and all related IP Ancillary Rights) arising un-2357 der any Requirement of Law in or relating to trademarks, trade names, corporate names, company names, 2358 business names, fictitious business names, trade styles, service marks, logos and other source or business 2359 identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof 2360 and all applications in connection therewith. 2361 “Transactions” means the offering of the Senior Notes and the application of the proceeds thereof 2362 and the entry into this Agreement and the making of the Loans on the Closing Date and the application of 2363 the proceeds thereof. 2364 “Transaction Expenses” means any fees or expenses incurred or paid by the Borrower or any Re-2365 stricted Subsidiary in connection with the Transactions. 2366 “Transformative Acquisition” means any acquisition that is not permitted by the terms of this 2367 Agreement immediately prior to the consummation of such acquisition. 2368 “UCC” means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable 2369 jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect in 2370 the State of New York. 2371 “UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Docu-2372 mentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version 2373 thereof as may be in effect at the time of issuance). 2374 “Undisclosed Administration” means in relation to a Lender the appointment of an administrator, 2375 provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory 2376 authority or regulator under or based on the law in the country where such Lender is subject to home ju-2377 risdiction supervision if applicable law requires that such appointment is not to be publicly disclosed. 2378 “United States” means the United States of America. 2379 “Unrestricted Subsidiary” means (a) any Subsidiary of the Borrower that at the time of determina-2380 tion is an Unrestricted Subsidiary (as designated by the Borrower, as provided below) and (b) any Subsid-2381 iary of an Unrestricted Subsidiary. 2382 “Unused Commitment Fee” has the meaning specified in Section 2.11(a). 2383 “U.S. Lender” has the meaning specified in Section 2.17(e)(ii)(A). 2384 “Voting Stock” of a Person means all classes of Stock of such Person then outstanding and nor-2385 mally entitled to vote in the election of directors. 2386 “Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified 2387 Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing: (a) the sum of 2388 the products of the number of years from the date of determination to the date of each successive sched-2389 uled principal payment of such Indebtedness or redemption or similar payment with respect to such Dis-2390 qualified Stock or Preferred Stock multiplied by the amount of such payment, by (b) the sum of all such 2391 payments. 2392 “Wholly Owned Subsidiary” of any Person means any Subsidiary of such Person, all of the Stock 2393 of which (other than nominal holdings and director’s qualifying shares) is owned by such Person. 2394

 
-53- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 “Withdrawal Liability” means any liability incurred (whether or not assessed) by any ERISA Af-2395 filiate and not yet satisfied or paid in full at such time with respect to any Multiemployer Plan pursuant to 2396 Section 4201 of ERISA. 2397 “Withholding Agent” means any Loan Party, the Administrative Agent and, in the case of any 2398 U.S. federal withholding Tax, any other applicable withholding agent. 2399 Section 1.2 UCC Terms. The following terms have the meanings given to them in the appli-2400 cable UCC: “commodity account,” “commodity contract,” “commodity intermediary,” “deposit ac-2401 count,” “entitlement holder,” “entitlement order,” “equipment,” “financial asset,” “general intangible,” 2402 “goods,” “instruments,” “inventory,” “securities account,” “securities intermediary” and “security enti-2403 tlement.” 2404 Section 1.3 Accounting Terms and Principles. 2405 (a) GAAP. Except as set forth in any Loan Document, all accounting terms not spe-2406 cifically defined herein shall be construed in accordance with GAAP (except for the term “property,” 2407 which shall be interpreted as broadly as possible, including, in any case, cash, Securities, other assets, 2408 rights under Contractual Obligations and Permits and any right or interest in any property). No change in 2409 the accounting principles used in the preparation of any Financial Statement hereafter adopted by the Bor-2410 rower shall be given effect if such change would affect a calculation that measures compliance with any 2411 provision of Article 5 or Article 8 unless the Borrower, the Administrative Agent and the Required Lend-2412 ers agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are 2413 modified, all Financial Statements, Compliance Certificates and similar documents provided hereunder 2414 shall be provided together with a reconciliation between the calculations and amounts set forth therein 2415 before and after giving effect to such change in GAAP. Notwithstanding any other provision contained 2416 herein, all terms of an accounting or financial nature used herein shall be construed, and all computations 2417 of amounts and ratios referred to in Article 5 and Article 8 shall be made, without giving effect to any 2418 election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting 2419 Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party 2420 or any Subsidiary of any Loan Party at “fair value.” A breach of a financial covenant contained in Arti-2421 cle 5 shall be deemed to have occurred as of the last day of any specified measurement period, regardless 2422 of when the financial statements reflecting such breach are delivered to the Administrative Agent. 2423 (b) Pro Forma. All components of financial calculations made to determine compli-2424 ance with Article 5 shall be adjusted on a Pro Forma Basis to include or exclude, as the case may be, 2425 without duplication, such components of such calculations attributable to any Pro Forma Transaction con-2426 summated after the first day of the applicable period of determination and prior to the end of such period. 2427 Section 1.4 Payments. The Administrative Agent may set up reasonable standards and pro-2428 cedures to determine or redetermine the equivalent in Dollars of any amount expressed in any currency 2429 other than Dollars and otherwise may, but shall not be obligated to, rely on any determination made by 2430 any Loan Party or any L/C Issuer. Any such determination or redetermination by the Administrative 2431 Agent shall be conclusive and binding for all purposes, absent manifest error. No determination or rede-2432 termination by any Secured Party or Loan Party and no other currency conversion shall change or release 2433 any obligation of any Loan Party or of any Secured Party (other than the Administrative Agent and its 2434 Related Persons) under any Loan Document, each of which agrees to pay separately for any shortfall re-2435 maining after any conversion and payment of the amount as converted. The Administrative Agent may 2436 round up or down, and may set up appropriate mechanisms to round up or down, any amount hereunder 2437 to nearest higher or lower amounts and may determine reasonable de minimis payment thresholds. 2438

 
-54- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Section 1.5 Interpretation. 2439 (a) Certain Terms. The terms “herein,” “hereof” and similar terms refer to this 2440 Agreement as a whole. In the computation of periods of time from a specified date to a later specified 2441 date in any Loan Document, the terms “from” means “from and including” and the words “to” and “until” 2442 each mean “to but excluding” and the word “through” means “to and including.” In any other case, the 2443 term “including” when used in any Loan Document means “including without limitation.” The term 2444 “documents” means all writings, however evidenced and whether in physical or electronic form, includ-2445 ing all documents, instruments, agreements, notices, demands, certificates, forms, financial statements, 2446 opinions and reports. The term “incur” means incur, create, make, issue, assume or otherwise become 2447 directly or indirectly liable in respect of or responsible for, in each case whether directly or indirectly, and 2448 the terms “incurrence” and “incurred” and similar derivatives shall have correlative meanings. Any refer-2449 ence herein to any Person shall be construed to include such Person’s successors and assigns (subject to 2450 restrictions on such assignments set forth herein). 2451 (b) Certain References. Unless otherwise expressly indicated, references (i) in this 2452 Agreement to an Exhibit, Schedule, Article, Section or clause refer to the appropriate Exhibit or Schedule 2453 to, or Article, Section or clause in, this Agreement and (ii) in any Loan Document, to (A) any agreement 2454 shall include, without limitation, all exhibits, schedules, appendixes and annexes to such agreement and, 2455 unless the prior consent of any Secured Party required therefor is not obtained, any modification to any 2456 term of such agreement, (B) any statute shall be to such statute as modified from time to time and to any 2457 successor legislation thereto, in each case as in effect at the time any such reference is operative and 2458 (C) any time of day shall be a reference to New York time. Titles of articles, sections, clauses, exhibits, 2459 schedules and annexes contained in any Loan Document are without substantive meaning or content of 2460 any kind whatsoever and are not a part of the agreement between the parties hereto. Unless otherwise 2461 expressly indicated, the meaning of any term defined (including by reference) in any Loan Document 2462 shall be equally applicable to both the singular and plural forms of such term. 2463 (c) Laws. References to any statute or regulation may be made by using either the 2464 common or public name thereof or a specific citation reference and are to be construed as including all 2465 statutory and regulatory provisions relating thereto or consolidating, amending, replacing, supplementing 2466 or interpreting the statute or regulation. 2467 Section 1.6 Limited Condition Acquisitions. 2468 Notwithstanding anything in this Agreement to the contrary, when calculating the First Net Lien 2469 Leverage Ratio and the Total Leverage Ratio, in connection with a Limited Condition Acquisition, the 2470 date of determination of such ratio and of any default or event of default condition precedent shall, at the 2471 option of the Borrower, be the date the definitive agreements for such Limited Condition Acquisition are 2472 entered into and such ratio shall be calculated on a Pro Forma Basis after giving effect to such Limited 2473 Condition Acquisition and the other transactions to be entered into in connection therewith (including any 2474 Incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning (or, in the 2475 case of any leverage ratio, as of the last day) of the applicable Test Period, and, for the avoidance of 2476 doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluc-2477 tuations in Consolidated EBITDA of the Borrower or the target company of such Limited Condition Ac-2478 quisition) at or prior to the consummation of the relevant Limited Condition Acquisition or the date that 2479 the definitive agreement for such Limited Condition Acquisition is terminated without consummation of 2480 such Limited Condition Acquisition and the Borrower has elected to test such ratios on the date the de-2481 finitive agreements for such Limited Condition Acquisition are entered into, such ratios will not be 2482 deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether 2483 the Limited Condition Acquisition is permitted hereunder and (y) such ratio shall not be tested at the time 2484

 
-55- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if 2485 the Borrower elects to have such determinations occur at the time of entry into such definitive agreement, 2486 any such transactions shall be deemed to have occurred on the date the definitive agreements are entered 2487 and outstanding thereafter for purposes of calculating any ratios under this Agreement after the date of 2488 such agreement and before the consummation of such Limited Condition Acquisition or the date that the 2489 definitive agreement for such Limited Condition Acquisition is terminated without consummation of such 2490 Limited Condition Acquisition and to the extent baskets were utilized in satisfying any covenants, such 2491 baskets shall be deemed utilized, but any calculation of Consolidated Net Income or Consolidated 2492 EBITDA (or any other financial definition related to either of the foregoing) for purposes of other incur-2493 rences of Indebtedness or Liens, or making of Restricted Payments (not related to such Limited Condition 2494 Acquisition) shall not reflect such Limited Condition Acquisition until it is closed or the date that the de-2495 finitive agreement for such Limited Condition Acquisition is terminated without consummation of such 2496 Limited Condition Acquisition. 2497 ARTICLE 2 2498 2499 THE FACILITIES 2500 Section 2.1 The Commitments. 2501 (a) Revolving Credit Commitments. On the terms and subject to the conditions con-2502 tained in this Agreement, each Revolving Credit Lender severally, but not jointly, agrees to make loans in 2503 Dollars (each a “Revolving Loan”) to the Borrower from time to time on any Business Day during the 2504 period from the date hereof until the Revolving Credit Termination Date in an aggregate principal amount 2505 at any time outstanding for all such loans by such Lender not to exceed such Lender’s Revolving Credit 2506 Commitment; provided, however, that at no time shall any Revolving Credit Lender be obligated to make 2507 a Revolving Loan in excess of such Lender’s Pro Rata Share of the amount by which the then effective 2508 Revolving Credit Commitments exceeds the aggregate Revolving Credit Outstandings at such time. 2509 Within the limits set forth in the first sentence of this clause (a), amounts of Revolving Loans repaid may 2510 be reborrowed under this Section 2.1. 2511 (b) Term Loan Commitments. On the terms and subject to the conditions contained 2512 in this Agreement, each Term Lender having an Initial Term Loan Commitment severally, but not jointly, 2513 agrees to make an Initial Term Loan to the Borrower on the Closing Date, in an amount not to exceed 2514 such Lender’s Initial Term Loan Commitment. Amounts of Initial Term Loans repaid may not be rebor-2515 rowed. 2516 Section 2.2 Borrowing Procedures. 2517 (a) Notice From the Borrower. Each Borrowing shall be made on notice given by 2518 the Borrower to the Administrative Agent not later than 11:00 a.m. on (i) the first Business Day, in the 2519 case of a Borrowing of Base Rate Loans and (ii) the third Business Day, in the case of a Borrowing of 2520 Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice may be made in a 2521 writing substantially in the form of Exhibit C (a “Notice of Borrowing”) duly completed. Loans shall be 2522 made as Base Rate Loans unless, outside of a suspension period pursuant to Section 2.15, the Notice of 2523 Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Each Borrowing shall be 2524 in an aggregate principal amount of no less than $1,000,000 or a whole multiple of $100,000 in excess 2525 thereof. If the Borrower fails to specify whether a Borrowing is to be a Base Rate Loan or a Eurodollar 2526 Rate Loan in a Notice of Borrowing, then the applicable Loans shall be made as Base Rate Loans. If the 2527 Borrower requests a Borrowing of Eurodollar Rate Loans in any such Notice of Borrowing, but fails to 2528 specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. 2529

 
-56- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (b) Notice to Each Lender. The Administrative Agent shall give to each Lender 2530 prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing and, if Eurodollar Rate 2531 Loans are properly requested in such Notice of Borrowing, prompt notice of the applicable interest rate. 2532 Each Lender shall, before 11:00 a.m. on the date of the proposed Borrowing, make available to the Ad-2533 ministrative Agent at its address referred to in Section 11.11, such Lender’s Pro Rata Share of such pro-2534 posed Borrowing. Upon fulfillment or due waiver (i) on the Closing Date, of the applicable conditions set 2535 forth in Section 3.1 and (ii) on the Closing Date and any time thereafter, of the applicable conditions set 2536 forth in Section 3.2, the Administrative Agent shall make such funds available to the Borrower. 2537 (c) Non-Funding Lenders. 2538 (i) Unless the Administrative Agent shall have received notice from any Lender pri-2539 or to the date such Lender is required to make any payment hereunder with respect to any Loan or 2540 any participation in any Swingline Loan or Letter of Credit that such Lender will not make such 2541 payment (or any portion thereof) available to the Administrative Agent, the Administrative Agent 2542 may assume that such Lender has made such payment available to the Administrative Agent on 2543 the date such payment is required to be made in accordance with this Article 2 and the Adminis-2544 trative Agent may, in reliance upon such assumption, make available to the Borrower on such 2545 date a corresponding amount; provided that nothing herein or in any other Loan Document shall 2546 be deemed to require the Administrative Agent to advance funds on behalf of any Lender. The 2547 Borrower agrees to repay to the Administrative Agent on demand such amount (until repaid by 2548 such Lender) with interest thereon for each day from the date such amount is made available to 2549 the Borrower until the date such amount is repaid to the Administrative Agent, at the interest rate 2550 applicable to the Obligation that would have been created when the Administrative Agent made 2551 available such amount to the Borrower had such Lender made a corresponding payment availa-2552 ble; provided, however, that such payment shall not relieve such Lender of any obligation it may 2553 have to the Borrower, the Swingline Lender or any L/C Issuer. In addition, any Non-Funding 2554 Lender agrees to pay, without duplication, such amount to the Administrative Agent on demand 2555 together with interest thereon, for each day from the date such amount is made available to the 2556 Borrower until the date such amount is repaid to the Administrative Agent, at the Federal Funds 2557 Rate for the first Business Day and thereafter at the interest rate applicable at the time to such Re-2558 volving Loan. Such repayment shall then constitute the funding of the corresponding Revolving 2559 Loan (including any Revolving Loan deemed to have been made hereunder with such payment) 2560 or participation. The failure of a Non-Funding Lender to make any Revolving Loan, to fund any 2561 purchase of any participation to be made or funded by it or to make any other payment required to 2562 be made by it under the Loan Documents, in each case on the date specified therefore, shall not 2563 relieve any other Lender of its obligations to make such loan, fund the purchase of such participa-2564 tion or make any other such payment under any Loan Document on such date, but neither the 2565 Administrative Agent nor, other than as expressly set forth herein, any Lender shall be responsi-2566 ble for the failure of any Non-Funding Lender to make a Loan, fund the purchase of a participa-2567 tion or make any other payment required under any Loan Document. 2568 (ii) Reallocation. If any Revolving Credit Lender is a Non-Funding Lender, all or a 2569 portion of such Non-Funding Lender’s L/C Obligations (unless such Lender is the L/C Issuer that 2570 Issued such Letter of Credit) and reimbursement obligations with respect to Swingline Loans 2571 shall, at the Administrative Agent’s election at any time or upon any L/C Issuer’s or Swingline 2572 Lender’s, as applicable, written request delivered to the Administrative Agent (whether before or 2573 after the occurrence of any Default or Event of Default), be reallocated to and assumed by the 2574 Revolving Credit Lenders that are not Non-Funding Lenders or Impacted Lenders pro rata in ac-2575 cordance with their Pro Rata Share of the Revolving Credit Commitment (calculated as if the 2576 Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Revolving Credit 2577

 
-57- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Lender’s Pro Rata Share had been increased proportionately), provided that no Revolving Credit 2578 Lender shall be reallocated any such amounts or be required to fund any amounts that would 2579 cause the sum of its outstanding Revolving Loans, outstanding L/C Obligations, amounts of its 2580 participations in Swingline Loans and its pro rata share of unparticipated amounts in Swingline 2581 Loans to exceed its Revolving Credit Commitment. 2582 (iii) Voting Rights. Notwithstanding anything herein to the contrary, including Sec-2583 tion 11.1, a Non-Funding Lender shall not have any voting or consent rights under or with respect 2584 to any Loan Document or constitute a “Lender” or a “Revolving Credit Lender” (or be, or have its 2585 Loans or Commitments, included in the determination of “Required Lenders,” “Required Revolv-2586 ing Credit Lenders” or “Lenders directly affected” pursuant to Section 11.1) for any voting or 2587 consent rights under or with respect to any Loan Document; provided that (A) the Commitment 2588 of a Non-Funding Lender may not be increased, extended or reinstated, (B) the principal of a 2589 Non-Funding Lender’s Loans may not be reduced or forgiven and (C) the interest rate applicable 2590 to Obligations owing to a Non-Funding Lender may not be reduced, in each case without the con-2591 sent of such Non-Funding Lender. For the purposes of determining Required Lenders and Re-2592 quired Revolving Credit Lenders, the Loans and Commitments held by Non-Funding Lenders 2593 shall be excluded from the total Loans and Commitments outstanding. 2594 (iv) Borrower Payments to a Non-Funding Lender. The Administrative Agent shall 2595 be entitled to hold, in a non-interest bearing account, all portions of any payments received by the 2596 Administrative Agent for the benefit of any Non-Funding Lender pursuant to this Agreement as 2597 cash collateral. The Administrative Agent is hereby authorized to use such cash collateral to pay 2598 in full the Aggregate Excess Funding Amount to the appropriate Secured Parties, and then, to 2599 hold as cash collateral the amount of such Non-Funding Lender’s pro rata share, without giving 2600 effect to any reallocation pursuant to Section 2.2(c)(ii), of all L/C Obligations until the Obliga-2601 tions are paid in full in cash, all L/C Obligations have been discharged or cash collateralized and 2602 all Commitments have been terminated. Upon any such unfunded obligations owing by a Non-2603 Funding Lender becoming due and payable, the Administrative Agent shall be authorized to use 2604 such cash collateral to make such payment on behalf of such Non-Funding Lender. With respect 2605 to such Non-Funding Lender’s failure to fund Revolving Loans or purchase participations in Let-2606 ters of Credit or L/C Obligations, any amounts applied by the Administrative Agent to satisfy 2607 such funding shortfalls shall be deemed to constitute a Revolving Loan or amount of the partici-2608 pation required to be funded and, if necessary to effectuate the foregoing, the other Revolving 2609 Credit Lenders shall be deemed to have sold, and such Non-Funding Lender shall be deemed to 2610 have purchased, Revolving Loans or Letter of Credit participation interests from the other Re-2611 volving Credit Lenders until such time as the aggregate amount of the Revolving Loans and par-2612 ticipations in Letters of Credit and L/C Obligations are held by the Revolving Credit Lenders in 2613 accordance with their Pro Rata Shares of the Revolving Credit Commitment. Any amounts ow-2614 ing by a Non-Funding Lender to the Administrative Agent which are not paid when due shall ac-2615 crue interest at the interest rate applicable during such period to Revolving Loans that are Base 2616 Rate Loans. In the event that the Administrative Agent is holding cash collateral of a Non-2617 Funding Lender that cures pursuant to clause (v) below or ceases to be a Non-Funding Lender 2618 pursuant to the definition of “Non-Funding Lender,” the Administrative Agent shall return the 2619 unused portion of such cash collateral to such Lender. The “Aggregate Excess Funding Amount” 2620 of a Non-Funding Lender shall be the aggregate amount of (A) all unpaid obligations owing by 2621 such Lender to the Administrative Agent, L/C Issuers, Swingline Lender, and other Lenders un-2622 der the Loan Documents, including such Lender’s pro rata share of all Revolving Loans, L/C Ob-2623 ligations, Swingline Loans, plus, without duplication, (B) all amounts of such Non-Funding 2624 Lender’s L/C Obligations and reimbursement Obligations with respect to Swingline Loans reallo-2625 cated to other Lenders pursuant to Section 2.2(c)(ii). 2626

 
-58- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (v) Cure. A Lender may cure its status as a Non-Funding Lender under clause (a) of 2627 the definition of “Non-Funding Lender” if such Lender fully pays to the Administrative Agent, on 2628 behalf of the applicable Secured Parties, the Aggregate Excess Funding Amount, plus all interest 2629 due thereon. Any such cure shall not relieve any Lender from liability for breaching its contractu-2630 al obligations hereunder. 2631 (vi) Fees. A Lender that is a Non-Funding Lender pursuant to clause (a) of the defi-2632 nition of “Non-Funding Lender” shall not earn and shall not be entitled to receive, and the Bor-2633 rower shall not be required to pay, such Lender’s portion of the Unused Commitment Fee during 2634 the time such Lender is a Non-Funding Lender pursuant to clause (a) thereof. In the event that 2635 any reallocation of L/C Obligations occurs pursuant to Section 2.2(c)(ii)), during the period of 2636 time that such reallocation remains in effect, the Letter of Credit Fee payable with respect to such 2637 reallocated portion shall be payable to (A) all Revolving Credit Lenders based on their pro rata 2638 share of such reallocation or (B) to the L/C Issuer for any remaining portion not reallocated to 2639 any other Revolving Credit Lenders. 2640 Section 2.3 Swingline Loans. 2641 (a) Availability. On the terms and subject to the conditions contained in this Agree-2642 ment, the Swingline Lender may, in its sole discretion, make loans in Dollars (each a “Swingline Loan”) 2643 available to the Borrower under the Revolving Credit Facility from time to time on any Business Day dur-2644 ing the period from the date hereof until the Revolving Credit Termination Date in an aggregate principal 2645 amount at any time outstanding not to exceed its Swingline Commitment; provided, however, that the 2646 Swingline Lender may not make any Swingline Loan (x) to the extent that after giving effect to such 2647 Swingline Loan, the aggregate Revolving Credit Outstandings would exceed the Revolving Credit Com-2648 mitments and (y) in the period commencing on the first Business Day after it receives notice from the 2649 Administrative Agent or the Required Revolving Credit Lenders that one or more of the conditions prece-2650 dent contained in Section 3.2 are not satisfied and ending when such conditions are satisfied or duly 2651 waived. In connection with the making of any Swingline Loan, the Swingline Lender may but shall not 2652 be required to determine that, or take notice whether, the conditions precedent set forth in Section 3.2 2653 have been satisfied or waived. Each Swingline Loan shall be a Base Rate Loan and must be repaid in full 2654 on the earliest of (i) the funding date of any Borrowing of Revolving Loans and (ii) the Revolving Credit 2655 Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swingline 2656 Loans repaid may be reborrowed under this clause (a). 2657 (b) Borrowing Procedures. In order to request a Swingline Loan, the Borrower shall 2658 give to the Swingline Lender a notice to be received not later than 1:00 p.m. on the day of the proposed 2659 borrowing, which may be made in a writing substantially in the form of Exhibit D duly completed (a 2660 “Swingline Request”) or by telephone if confirmed promptly but, in any event, prior to such borrowing, 2661 with such a Swingline Request. In addition, if any Notice of Borrowing requests a Borrowing of Base 2662 Rate Loans, the Swingline Lender may, notwithstanding anything else to the contrary in Section 2.2, 2663 make a Swingline Loan available to the Borrower in an aggregate amount not to exceed such proposed 2664 Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accord-2665 ingly by the principal amount of such Swingline Loan. Upon receipt of such notice and subject to the 2666 terms of this Agreement, the Swingline Lender may make a Swingline Loan available to the Borrower by 2667 making the proceeds thereof available to the Administrative Agent and, in turn, the Administrative Agent 2668 shall make such proceeds available to the Borrower on the date set forth in the relevant Swingline Re-2669 quest. 2670 (c) Refinancing Swingline Loans. The Swingline Lender may at any time forward a 2671 demand to the Administrative Agent (which the Administrative Agent shall, upon receipt, forward to each 2672

 
-59- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Revolving Credit Lender) that each Revolving Credit Lender pay to the Administrative Agent, for the 2673 account of the Swingline Lender, such Revolving Credit Lender’s Pro Rata Share of all or a portion of the 2674 outstanding Swingline Loans (as such amounts may be increased pursuant to Section 2.2(c)(ii)). Each 2675 Revolving Credit Lender shall pay such Pro Rata Share to the Administrative Agent for the account of the 2676 Swingline Lender. Upon receipt by the Administrative Agent of such payment (other than during the 2677 continuation of any Event of Default under Section 9.1(e)), such Revolving Credit Lender shall be 2678 deemed to have made a Revolving Loan to the Borrower, which, upon receipt of such payment by the 2679 Swingline Lender from the Administrative Agent, the Borrower shall be deemed to have used in whole to 2680 refinance such Swingline Loan. In addition, regardless of whether any such demand is made, upon the 2681 occurrence of any Event of Default under Section 9.1(e), each Revolving Credit Lender shall be deemed 2682 to have acquired, without recourse or warranty, an undivided interest and participation in each Swingline 2683 Loan in an amount equal to such Lender’s Pro Rata Share of such Swingline Loan. If any payment made 2684 by any Revolving Credit Lender as a result of any such demand is not deemed a Revolving Loan, such 2685 payment shall be deemed a funding by such Lender of such participation. Such participation shall not be 2686 otherwise required to be funded. Upon receipt by the Swingline Lender of any payment from any Re-2687 volving Credit Lender pursuant to this clause (c) with respect to any portion of any Swingline Loan, the 2688 Swingline Lender shall promptly pay over to such Revolving Credit Lender all payments of principal (to 2689 the extent received after such payment by such Lender) and interest (to the extent accrued with respect to 2690 periods after such payment) received by the Swingline Lender with respect to such portion. 2691 (d) Obligation to Fund Absolute. Each Revolving Credit Lender’s obligations pur-2692 suant to clause (c) above shall be absolute, unconditional and irrevocable and shall be performed strictly 2693 in accordance with the terms of this Agreement under any and all circumstances whatsoever, including 2694 (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, 2695 any Affiliate thereof or any other Person may have against the Swingline Lender, any other Secured Party 2696 or any other Person, (B) the failure of any condition precedent set forth in Section 3.2 to be satisfied or 2697 the failure of the Borrower to deliver any notice set forth in Section 2.2(a) (each of which requirements 2698 the Revolving Credit Lenders hereby irrevocably waive) and (C) any adverse change in the condition (fi-2699 nancial or otherwise) of any Loan Party. 2700 (e) Provisions Related to Extended Revolving Credit Commitments. If the maturity 2701 date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Cred-2702 it Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are 2703 in effect with a longer maturity date (each, a “non-Expiring Credit Commitment” and collectively, the 2704 “non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consent-2705 ed to by the applicable Swingline Lender, on the earliest occurring maturity date such Swingline Loan 2706 shall be deemed reallocated to the tranche or tranches of the non-Expiring Credit Commitments on a pro 2707 rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate 2708 credit exposure to exceed the aggregate amount of such non-Expiring Credit Commitments, immediately 2709 prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall be 2710 repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has 2711 occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans allocated to the 2712 Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring 2713 Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit 2714 Commitment. Commencing with the maturity date of any tranche of Revolving Credit Commitments, the 2715 sublimit for Swingline Loans shall be agreed solely with the Swingline Lender. 2716 Section 2.4 Letters of Credit. 2717 (a) Commitment and Conditions. On the terms and subject to the conditions con-2718 tained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such 2719

 
-60- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 L/C Issuer’s usual and customary business practices, and for the account of the Borrower and the Guaran-2720 tors (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn there-2721 under and related fees, costs and expenses, for the account of any Group Member), Letters of Credit (de-2722 nominated in Dollars and with face amounts that are multiples of $250,000) from time to time on any 2723 Business Day during the period from the Closing Date until the Letter of Credit Expiration Date; provid-2724 ed, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the 2725 occurrence of any of the following, after giving effect to such Issuance: 2726 (i) (A) the aggregate Revolving Credit Outstandings would exceed the aggregate 2727 Revolving Credit Commitments or (B) the L/C Obligations for all Letters of Credit would exceed 2728 the L/C Sublimit; 2729 (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more 2730 than one year after the date of Issuance thereof or (C) is later than the Letter of Credit Expiration 2731 Date; provided, however, that any Letter of Credit with a term not exceeding one year may pro-2732 vide for its renewal for additional periods not exceeding one year as long as (x) each of the Bor-2733 rower and such L/C Issuer have the option to prevent such renewal before the expiration of such 2734 term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such 2735 renewal to extend such expiration date beyond the date set forth in clause (C) above; or 2736 (iii) (A) any fee due in connection with, and on or prior to, such Issuance has not been 2737 paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such 2738 L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably 2739 acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is Issued for the 2740 account of any other Group Member, such Group Member), the documents that such L/C Issuer 2741 generally uses in the ordinary course of its business for the Issuance of letters of credit of the type 2742 of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). 2743 Furthermore, Royal Bank as an L/C Issuer may elect only to Issue Letters of Credit in its 2744 own name and may only Issue Letters of Credit to the extent permitted by Requirements of Law, and such 2745 Letters of Credit may not be acceptable by certain beneficiaries such as insurance companies. For each 2746 such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice 2747 whether, the conditions precedent set forth in Section 3.2 have been satisfied or waived in connection 2748 with the Issuance of any Letter of Credit; provided, however, that no Letter of Credit shall be Issued dur-2749 ing the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the 2750 Administrative Agent or the Required Revolving Credit Lenders that any condition precedent contained 2751 in Section 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. 2752 Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding 2753 Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (i) the 2754 Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 2.18 or Section 2755 11.2, (ii) the L/C Obligations of such Non-Funding Lender or Impacted Lender have been Cash Collat-2756 eralized, (iii) the Revolving Credit Commitments of the other Revolving Credit Lenders have been in-2757 creased by an amount sufficient to satisfy the Administrative Agent that all future L/C Obligations will be 2758 covered by all Revolving Credit Lenders that are not Non-Funding Lenders or Impacted Lenders, or (iv) 2759 the L/C Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Re-2760 volving Credit Lenders in a manner consistent with Section 2.2(c)(ii). 2761 (b) Notice of Issuance. The Borrower shall give the relevant L/C Issuer and the 2762 Administrative Agent a notice of any requested Issuance of any Letter of Credit, which shall be effective 2763 only if received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. on the third 2764

 
-61- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Business Day prior to the date of such requested Issuance. Such notice may be made in a writing substan-2765 tially the form of Exhibit E duly completed or in a writing in any other form acceptable to such L/C Issuer 2766 (an “L/C Request”). 2767 (c) Reporting Obligations of L/C Issuers. Each L/C Issuer agrees to provide the 2768 Administrative Agent (which, after receipt, the Administrative Agent shall provide to each Revolving 2769 Credit Lender), in form and substance satisfactory to the Administrative Agent, each of the following on 2770 the following dates: (i) on or prior to (A) any Issuance of any Letter of Credit by such L/C Issuer, (B) any 2771 drawing under any such Letter of Credit or (C) any payment (or failure to pay when due) by the Borrower 2772 of any related L/C Reimbursement Obligation, notice thereof, which shall contain a reasonably detailed 2773 description of such Issuance, drawing or payment, (ii) upon the request of the Administrative Agent (or 2774 any Revolving Credit Lender through the Administrative Agent), copies of any Letter of Credit Issued by 2775 such L/C Issuer and any related L/C Reimbursement Agreement and such other documents and infor-2776 mation as may reasonably be requested by the Administrative Agent and (iii) on the first Business Day of 2777 each calendar week, a schedule of the Letters of Credit Issued by such L/C Issuer, in form and substance 2778 reasonably satisfactory to the Administrative Agent, setting forth the L/C Obligations for such Letters of 2779 Credit outstanding on the last Business Day of the previous calendar week. 2780 (d) Acquisition of Participations. Upon any Issuance of a Letter of Credit in accord-2781 ance with the terms of this Agreement resulting in any increase in the L/C Obligations, each Revolving 2782 Credit Lender shall be deemed to have acquired, without recourse or warranty, an undivided interest and 2783 participation in such Letter of Credit and the related L/C Obligations in an amount equal to such Lender’s 2784 Pro Rata Share of such L/C Obligations. 2785 (e) Reimbursement Obligations of the Borrower. The Borrower agrees to pay to the 2786 L/C Issuer of any Letter of Credit, or to the Administrative Agent for the benefit of such L/C Issuer, each 2787 L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business 2788 Day after the Borrower receives notice from such L/C Issuer or from the Administrative Agent that pay-2789 ment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise 2790 due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (i) below. In 2791 the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid by the Borrower as 2792 provided in this clause (e) (or any such payment by the Borrower is rescinded or set aside for any reason), 2793 such L/C Issuer shall promptly notify the Administrative Agent of such failure (and, upon receipt of such 2794 notice, the Administrative Agent shall forward a copy to each Revolving Credit Lender) and, irrespective 2795 of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the 2796 Borrower with interest thereon computed (i) from the date on which such L/C Reimbursement Obligation 2797 arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving 2798 Loans that are Base Rate Loans and (ii) thereafter until payment in full, at the interest rate applicable dur-2799 ing such period to past due Revolving Loans that are Base Rate Loans. 2800 (f) Reimbursement Obligations of the Revolving Credit Lenders. Upon receipt of 2801 the notice described in clause (e) above from the Administrative Agent, each Revolving Credit Lender 2802 shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share of such L/C 2803 Reimbursement Obligation (as such amount may be increased pursuant to Section 2.2(c)(ii)). By making 2804 such payment (other than during the continuation of an Event of Default under Section 9.1(e)), such 2805 Lender shall be deemed to have made a Revolving Loan to the Borrower, which, upon receipt thereof by 2806 the Administrative Agent, for the benefit of such L/C Issuer, the Borrower shall be deemed to have used 2807 in whole to repay such L/C Reimbursement Obligation. Any such payment that is not deemed a Revolv-2808 ing Loan shall be deemed a funding by such Lender of its participation in the applicable Letter of Credit 2809 and the related L/C Obligations. Such participation shall not otherwise be required to be funded. Follow-2810 ing receipt by any L/C Issuer of any payment from any Lender pursuant to this clause (f) with respect to 2811

 
-62- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 any portion of any L/C Reimbursement Obligation, such L/C Issuer shall promptly pay to the Administra-2812 tive Agent, for the benefit of such Lender, all amounts received by such L/C Issuer (or to the extent such 2813 amount shall have been received by the Administrative Agent for the benefit of such L/C Issuer, the Ad-2814 ministrative Agent shall promptly pay to such Lender all amounts received by the Administrative Agent 2815 for the benefit of such L/C Issuer) with respect to such portion. 2816 (g) Obligations Absolute. The obligations of the Borrower and the Revolving Credit 2817 Lenders pursuant to clauses (d), (e) and (f) above shall be absolute, unconditional and irrevocable and 2818 performed strictly in accordance with the terms of this Agreement irrespective of (i) (A) the invalidity or 2819 unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting 2820 to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or 2821 any modification to any provision of any of the foregoing, (B) any document presented under a Letter of 2822 Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with 2823 the terms of such Letter of Credit or (C) any loss or delay, including in the transmission of any document, 2824 (ii) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (in-2825 cluding any Group Member) may have against the beneficiary of any Letter of Credit or any other Person, 2826 whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the 2827 existence of any other withholding, abatement or reduction, (iii) in the case of the obligations of any Re-2828 volving Credit Lender, (A) the failure of any condition precedent set forth in Section 3.2 to be satisfied 2829 (each of which conditions precedent the Revolving Credit Lenders hereby irrevocably waive) or (B) any 2830 adverse change in the condition (financial or otherwise) of any Loan Party and (iv) any other act or omis-2831 sion to act or delay of any kind of any Secured Party or any other Person or any other event or circum-2832 stance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this 2833 Section 2.4, constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving 2834 Credit Lender hereunder. 2835 (h) Provisions Related to Extended Revolving Credit Commitments. If the Letter of 2836 Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the ex-2837 piry date of any Letter of Credit, then (i) if consented to by the applicable L/C Issuer, if one or more other 2838 tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall 2839 not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit 2840 could have been issued under such other tranches, automatically be deemed to have been issued (includ-2841 ing for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and 2842 to make Revolving Loans and payments in respect thereof pursuant to Sections 2.4(d), (e) and (f)) under 2843 (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such 2844 non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the 2845 unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial 2846 face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant 2847 to immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit. 2848 Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for 2849 Letters of Credit shall be agreed solely with the L/C Issuer. 2850 (i) Applicability of ISP and UCP. Unless otherwise expressly agreed by the L/C Is-2851 suer and the Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each 2852 standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. 2853 Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C 2854 Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the 2855 L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be ap-2856 plied to any Letter of Credit or this Agreement, including the Laws or any order of a jurisdiction where 2857 the L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the 2858 decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the 2859

 
-63- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), 2860 or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such 2861 law or practice. 2862 Section 2.5 Reduction and Termination of the Commitments. 2863 (a) Optional. The Borrower may, upon delivery of a Notice of Repay-2864 ment/Prepayment/Cancellation to the Administrative Agent, terminate the unused Commitments of any 2865 Class, or from time to time permanently reduce the unused Commitments of any Class, in each case with-2866 out premium or penalty; provided that (i) any such Notice of Repayment/Prepayment/Cancellation must 2867 be received by the Administrative Agent no later than 11:00 a.m. (A) three Business days prior to any 2868 date of prepayment of Eurocurrency Rate Loans) and (B) one Business Day prior to the date of prepay-2869 ment of Base Rate Loans, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000, or 2870 any whole multiple of $100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after 2871 giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the 2872 Swingline Loan Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be au-2873 tomatically reduced by the amount of such excess. Except as provided above, the amount of any such 2874 Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swingline Sublimit un-2875 less otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or 2876 postpone any notice of termination of any Commitments if such termination would have resulted from a 2877 refinancing of all or any portion of the applicable Class or occurrence of other event, which refinancing or 2878 other event shall not be consummated or otherwise shall be delayed. 2879 (b) Mandatory. The Initial Term Commitment of each Term Lender shall be auto-2880 matically and permanently reduced to $0 upon the funding of the Initial Term Loans on the Closing Date. 2881 The Revolving Credit Commitment of each Class shall automatically and permanently terminate on the 2882 Maturity Date with respect to such Class of Revolving Credit Commitments. 2883 (c) Application of Commitment Reductions; Payment of Fees. The Administrative 2884 Agent will promptly notify the Appropriate Lenders of any termination or reduction of unused portions of 2885 the L/C Sublimit or the Swingline Commitment or the unused Commitments of any Class under this Sec-2886 tion 2.5. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of 2887 such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments 2888 are reduced (other than the termination of the Commitment of any Lender as provided in Section 2.18). 2889 All facility fees accrued until the effective date of any termination of the Commitments of all Lenders 2890 shall be paid on the effective date of such termination. 2891 Section 2.6 Repayment of Loans. 2892 (a) Term Loans. The Borrower shall repay to the Administrative Agent for the rata-2893 ble account of the Term Lenders (i) on the last Business Day of each March, June, September and De-2894 cember, commencing with the first full quarter after the Closing Date, an aggregate principal amount 2895 equal to 0.25% of the aggregate principal amount of all Initial Term Loans (which payments shall be re-2896 duced as a result of the application of prepayments in accordance with the order of priority set forth in 2897 Sections 2.7 and 2.8, as applicable) and (ii) on the Maturity Date for the Initial Term Loans of each Class, 2898 the aggregate principal amount of all Initial Term Loans of such Class outstanding on such date. In the 2899 event any other Incremental Term Loans, Refinancing Term Loans or Extended Term Loans are made, 2900 such other Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, as applicable, 2901 shall be repaid by the Borrower in the amounts and on the dates set forth in the Incremental Amendment, 2902 Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity 2903 Date thereof. 2904

 
-64- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (b) Revolving Loans. The Borrower shall repay to the Administrative Agent for the 2905 ratable account of the Appropriate Lenders on the applicable Maturity Date for the Revolving Credit Fa-2906 cilities of a given Class the aggregate principal amount of all of its Revolving Loans of such Class out-2907 standing on such date. 2908 (c) Swingline Loans. The Borrower shall repay each Swingline Loan on the earlier 2909 to occur of (i) the date five (5) Business Days after such Loan is made and (ii) the Maturity Date for the 2910 Revolving Credit Facility (although Swingline Loans may thereafter be reborrowed, in accordance with 2911 the terms and conditions hereof, if there are one or more Classes of Revolving Credit Commitments 2912 which remain in effect). 2913 Section 2.7 Optional Prepayments. 2914 (a) The Borrower may, upon delivery of a Notice of Repay-2915 ment/Prepayment/Cancellation to the Administrative Agent, voluntarily prepay the outstanding principal 2916 amount of any Loan, without premium or penalty (subject to Section 2.7(d)), in whole or in part at any 2917 time (together with any breakage costs that may be owing pursuant to Section 2.16 after giving effect to 2918 such prepayment); provided that (1) such Notice of Repayment/Prepayment/Cancellation must be re-2919 ceived by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of 2920 prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of 2921 Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum principal 2922 amount of $1,000,000, or a whole multiple of $100,000 in excess thereof; and (3) any prepayment of Base 2923 Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in 2924 excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such 2925 Notice of Repayment/Prepayment/Cancellation shall specify the date and amount of such prepayment and 2926 the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each 2927 Appropriate Lender of its receipt of each such Notice of Repayment/Prepayment/Cancellation, and of the 2928 amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of 2929 such prepayment. If such Notice of Repayment/Prepayment/Cancellation is given by the Borrower, the 2930 Borrower shall make such prepayment and the payment amount specified in such Notice of Repay-2931 ment/Prepayment/Cancellation shall be due and payable on the date specified therein. Any prepayment of 2932 a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any addi-2933 tional amounts required pursuant to Section 2.16. In the case of each prepayment of the Loans pursuant 2934 to this Section 2.7, the Borrower may in its sole discretion select the Loan or Loans (and the order of ma-2935 turity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in 2936 accordance with their respective Pro Rata Shares or other applicable or, in the absence of direction, indi-2937 rect order of maturity share provided for under this Agreement. 2938 (b) The Borrower may, upon delivery of a Notice of Repay-2939 ment/Prepayment/Cancellation to the Swingline Lender, at any time or from time to time, voluntarily pre-2940 pay Swingline Loans in whole or in part without premium or penalty; provided that (1) such Notice of 2941 Repayment/Prepayment/Cancellation must be received by the Swingline Lender and the Administrative 2942 Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a 2943 minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the 2944 entire principal amount thereof then outstanding. Each such Notice of Repay-2945 ment/Prepayment/Cancellation shall specify the date and amount of such prepayment. If such Notice of 2946 Repayment/Prepayment/Cancellation is given by the Borrower, unless rescinded, the Borrower shall 2947 make such prepayment and the payment amount specified in such Notice of Repay-2948 ment/Prepayment/Cancellation shall be due and payable on the date specified therein. 2949

 
-65- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (c) Notwithstanding anything to the contrary contained in this Agreement, the Bor-2950 rower may rescind any notice of prepayment under Section 2.7(a) or 2.7(b) if such prepayment would 2951 have resulted from a refinancing of all or any portion of the applicable Class or occurrence of another 2952 event, which refinancing or event shall not be consummated or shall otherwise be delayed. 2953 (d) In the event that, on or prior to the date that is twelve (12) months after the Clos-2954 ing Date, the Borrower (x) prepays, repays, refinances, substitutes or replaces any Initial Term Loans in 2955 connection with a Repricing Event (in each case other than in connection with a Change of Control or a 2956 Transformative Acquisition), or (y) effects any amendment, modification or waiver of, or consent under, 2957 this Agreement resulting in a Repricing Event (in each case other than in connection a Change of Control 2958 or a Transformative Acquisition), the Borrower shall pay to the Administrative Agent, for the ratable ac-2959 count of each of the applicable Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate 2960 principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) 2961 in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Initial Term Loans 2962 that are the subject of such Repricing Event outstanding immediately prior to such amendment, modifica-2963 tion, waiver or consent. 2964 Section 2.8 Mandatory Prepayments. 2965 (a) Excess Cash Flow. The Borrower shall pay or cause to be paid to the Adminis-2966 trative Agent, within five (5) Business Days after the last date Financial Statements can be delivered pur-2967 suant to Section 6.1(c) for any Fiscal Year ending on and after December 31, 2015 (provided that Excess 2968 Cash Flow for the Fiscal Year ended December 31, 2015 shall be calculated solely with respect to the pe-2969 riod from the end of the first full fiscal quarter after the Closing Date to the end of such Fiscal Year), an 2970 amount equal to 50% of the Excess Cash Flow for such Fiscal Year; provided, however, that should the 2971 Total Net Leverage Ratio of the Borrower on the last day of such Fiscal Year be less than (i) 4.50 to 1.00, 2972 such percentage shall be reduced to 25% and (ii) 3.50 to 1.00, such percentage shall be reduced to 0%; 2973 provided that prepayments under this Section 2.8(a) shall only be required to the extent any Term Loans 2974 are outstanding or any Term Loan Commitment is available to Borrower; provided, further, the amount of 2975 any mandatory prepayment from Excess Cash Flow shall be reduced dollar-for-dollar by the amount of 2976 voluntary prepayments of the Term Loans made during such Fiscal Year to the extent not funded with the 2977 proceeds of long term indebtedness. 2978 (b) Debt Issuances. Upon receipt on or after the Closing Date by any Loan Party of 2979 Net Cash Proceeds arising from the incurrence by the Borrower or any Restricted Subsidiary of Indebted-2980 ness (other than any such Indebtedness permitted hereunder in reliance upon Section 8.1 (other than Cred-2981 it Agreement Refinancing Indebtedness), the Borrower shall immediately pay or cause to be paid to the 2982 Administrative Agent an amount equal to 100% of such Net Cash Proceeds. 2983 (c) Asset Sales and Property Loss Events. Within five (5) Business Days after re-2984 ceipt on or after the Closing Date by the Borrower or any Restricted Subsidiary of Net Cash Proceeds 2985 arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock 2986 and Sales of property permitted hereunder in reliance upon any of clauses (a) through (d) of Section 8.4 or 2987 (ii) any Property Loss Event with respect to any property of any Group Member to the extent resulting, in 2988 the aggregate with all other such Sales and Property Loss Events occurring in the same Fiscal Year, in the 2989 receipt by any of them of Net Cash Proceeds in excess of $3,000,000, the Borrower shall immediately pay 2990 or cause to be paid to the Administrative Agent an amount equal to 100% of such excess Net Cash Pro-2991 ceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, 2992 any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Borrower 2993 shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intend-2994 ed to be used to make Permitted Reinvestments and (y) on each Reinvestment Prepayment Date for such 2995

 
-66- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Net Cash Proceeds, the Borrower shall pay or cause to be paid to the Administrative Agent an amount 2996 equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and 2997 such Net Cash Proceeds. 2998 (d) Foreign Dispositions. Notwithstanding any other provisions of this Section 2.8, 2999 (i) to the extent that any or all of the Net Cash Proceeds by a Foreign Subsidiary (a “Foreign Disposi-3000 tion”) is prohibited or delayed by applicable local law from being repatriated to the United States, the 3001 amount that is required to repay shall be reduced by the portion of such Net Cash Proceeds so affected so 3002 long, but only so long, as the applicable local law will not permit the applicable Foreign Subsidiary to 3003 repatriate the relevant amount to the United States (the Borrower hereby agreeing to cause the applicable 3004 Foreign Subsidiary to use commercially reasonable efforts to take all actions reasonably required by the 3005 applicable local law to permit such repatriation), and once such repatriation of any such affected Net Cash 3006 Proceeds is permitted under the applicable local law, Borrower shall be required to repay promptly an 3007 amount equal to the amount permitted to be repatriated (net of additional Taxes that would be payable or 3008 reserved against as a result of such a repatriation) and (ii) to the extent that the Borrower has determined 3009 in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition would 3010 have a material adverse Tax consequence (which for the avoidance of doubt, includes, but is not limited 3011 to, any repatriation whereby doing so the Borrower, any Restricted Subsidiary, or any of their respective 3012 affiliates and/or equity owners would incur a material tax liability, including as a result of a dividend or 3013 deemed dividend, or a material withholding tax, but taking into account any foreign tax credit or benefit 3014 received in connection with such repatriation) with respect to such Net Cash Proceeds, the Borrower shall 3015 not be required to repay an amount equal to such Net Cash Proceeds (the Borrower hereby agreeing to 3016 cause the applicable Foreign Subsidiary to use commercially reasonable efforts to take all actions within 3017 the reasonable control of the Borrower that are reasonably required to eliminate such tax effects). 3018 (e) Excess Outstandings. On any date on which the aggregate principal amount of 3019 Revolving Credit Outstandings exceeds the aggregate Revolving Credit Commitments, the Borrower shall 3020 pay to the Administrative Agent an amount equal to such excess. 3021 (f) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness 3022 after the Closing Date that is intended to constitute Credit Agreement Refinancing Indebtedness in respect 3023 of any Class of Term Loans, the Borrower shall cause to be prepaid an aggregate principal amount of 3024 Term Loans (or, in the case of Indebtedness constituting Credit Agreement Refinancing Indebtedness, the 3025 applicable Class of Term Loans) in an amount equal to 100% of all Net Proceeds received therefrom on 3026 or prior to the date which is five Business Days after the receipt by the Borrower or such Restricted Sub-3027 sidiary of such Net Proceeds. 3028 (g) Except as otherwise provided in any Refinancing Amendment, Extension 3029 Amendment or any Incremental Amendment (which may be prepaid on a less than pro rata basis in ac-3030 cordance with its terms) or as otherwise provided herein, (A) each prepayment of Term Loans pursuant to 3031 this Section 2.8 shall be applied ratably to each Class of Term Loans then outstanding (provided that any 3032 prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be 3033 applied solely to each applicable Class of Refinanced Debt); (B) with respect to each Class of Term 3034 Loans, each prepayment pursuant to clauses (a), (b) and (c) of this Section 2.8 shall be applied to the 3035 scheduled installments of principal thereof following the date of such prepayment in direct order of ma-3036 turity; and (C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro 3037 Rata Shares of such prepayment. 3038 (h) Application of Payments. Any payments made to the Administrative Agent pur-3039 suant to this Section 2.8 shall be applied to the Obligations in accordance with Section 2.12(b). 3040

 
-67- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Section 2.9 Interest. 3041 (a) Rate. All Loans and the outstanding amount of all other Obligations (other than 3042 pursuant to Secured Hedging Agreements) shall bear interest, in the case of Loans, on the unpaid princi-3043 pal amount thereof from the date such Loans are made and, in the case of such other Obligations, from the 3044 date such other Obligations are due and payable until, in all cases, paid in full, except as otherwise pro-3045 vided in clause (c) below, as follows: (i) in the case of Base Rate Loans, at a rate per annum equal to the 3046 sum of the Base Rate and the Applicable Margin, each as in effect from time to time, (ii) in the case of 3047 Eurodollar Rate Loans, at a rate per annum equal to the sum of the Eurodollar Rate and the Applicable 3048 Margin, each as in effect for the applicable Interest Period, and (iii) in the case of other Obligations, at a 3049 rate per annum equal to the sum of the Base Rate and the Applicable Margin for Revolving Loans that are 3050 Base Rate Loans, each as in effect from time to time. 3051 (b) Payments. Interest accrued shall be payable in arrears (i) if accrued on the prin-3052 cipal amount of any Loan, (A) at maturity (whether by acceleration or otherwise) and (B)(1) if such Loan 3053 is a Base Rate Loan (including a Swingline Loan), on the last day of each calendar quarter commencing 3054 on the first such day following the making of such Loan, (2) if such Loan is a Eurodollar Rate Loan, on 3055 the last day of each Interest Period applicable to such Loan and, if applicable, on each date during such 3056 Interest Period occurring every 3 months from the first day of such Interest Period and (ii) if accrued on 3057 any other Obligation, on demand from any after the time such Obligation is due and payable (whether by 3058 acceleration or otherwise). 3059 (c) Default Interest. Notwithstanding the rates of interest specified in clause (a) 3060 above or elsewhere in any Loan Document, effective immediately upon the occurrence of any Event of 3061 Default under Section 9.1(a) or (e) for as long as such Event of Default shall be continuing, the overdue 3062 principal amount of any Loan and overdue interest, fees and expenses, in each case, then due and payable 3063 shall bear interest at a rate that is 2.00% per annum in excess of the interest rate applicable to such Loan, 3064 interest, fees or expenses from time to time, payable on demand or, in the absence of demand, on the date 3065 that would otherwise be applicable. 3066 (d) Savings Clause. Anything herein to the contrary notwithstanding, the obligations 3067 of the Borrower hereunder shall be subject to the limitation that payments of interest shall not be required, 3068 for any period for which interest is computed hereunder, to the extent (but only to the extent) that con-3069 tracting for or receiving such payment by the respective Lender would be contrary to the provisions of 3070 any law applicable to such Lender limiting the highest rate of interest which may be lawfully contracted 3071 for, charged or received by such Lender, and in such event the Borrower shall pay such Lender interest at 3072 the highest rate permitted by applicable law (“Maximum Lawful Rate”); provided, however, that if at any 3073 time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrower 3074 shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest 3075 received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have 3076 been received had the interest payable hereunder been (but for the operation of this paragraph) the interest 3077 rate payable since the Closing Date as otherwise provided in this Agreement. 3078 Section 2.10 Conversion and Continuation Options. 3079 (a) Option. The Borrower may elect (i) in the case of any Eurodollar Rate Loan, (A) 3080 to continue such Eurodollar Rate Loan or any portion thereof for an additional Interest Period on the last 3081 day of the Interest Period applicable thereto and (B) to convert such Eurodollar Rate Loan or any portion 3082 thereof into a Base Rate Loan at any time on any Business Day, subject to the payment of any breakage 3083 costs required by Section 2.16(a), and (ii) in the case of Base Rate Loans (other than Swingline Loans), to 3084 convert such Base Rate Loans or any portion thereof into Eurodollar Rate Loans at any time on any Busi-3085

 
-68- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 ness Day upon notice received by the Administrative Agent no later than 11:00 a.m. three (3) Business 3086 Days prior to such conversion; provided, however, that, (x) for each Interest Period, the aggregate amount 3087 of any Class of Eurodollar Rate Loans having such Interest Period must be an integral multiple of 3088 $100,000 and (y) no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans and no 3089 continuation in whole or in part of Eurodollar Rate Loans shall be permitted at any time at which (1) an 3090 Event of Default shall be continuing and the Administrative Agent or the Required Lenders shall have 3091 determined in their sole discretion not to permit such conversions or continuations or (2) such continua-3092 tion or conversion would be made during a suspension imposed by Section 2.15. If the Borrower fails to 3093 specify whether a Loan is to be a Base Rate Loan or a Eurodollar Rate Loan in a Notice of Conversion or 3094 Continuation or fails to make a timely election with respect to a conversion or continuation, then the ap-3095 plicable Loans shall be converted or continued as Base Rate Loans. Any such automatic conversion to 3096 Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to 3097 any applicable Eurodollar Rate Loans. If the Borrower requests a conversion to, or continuation of, Eu-3098 rodollar Rate Loans in any such Notice of Conversion or Continuation, but fails to specify an Interest Pe-3099 riod, it will be deemed to have specified an Interest Period of one (1) month. 3100 (b) Procedure. Each such election shall be made by giving the Administrative Agent 3101 by no later than 11:00 a.m. at least 3 Business Days’ prior notice in substantially the form of Exhibit F (a 3102 “Notice of Conversion or Continuation”) duly completed. The Administrative Agent shall promptly noti-3103 fy each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein 3104 or, if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative 3105 Agent shall notify each Lender of the details of any automatic conversion or continuation described in 3106 Section 2.10(a). If the Administrative Agent does not receive a timely Notice of Conversion or Continua-3107 tion from the Borrower containing a permitted election to continue or convert any Eurodollar Rate Loan, 3108 then, upon the expiration of the applicable Interest Period, such Loan shall be automatically converted to 3109 a Base Rate Loan. Each partial conversion or continuation shall be allocated ratably among the Lenders 3110 in the applicable Facility in accordance with their Pro Rata Share. Except as otherwise provided herein, a 3111 Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such 3112 Eurodollar Rate Loan unless the Borrower pays the amount due, if any, under Section 2.16(a) in connec-3113 tion therewith. The Administrative Agent shall promptly notify the Borrower and the Lenders of the in-3114 terest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest 3115 rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the 3116 absence of manifest error. 3117 Section 2.11 Fees. 3118 (a) Unused Commitment Fee. The Borrower agrees to pay to each Revolving Credit 3119 Lender a commitment fee on the actual daily amount by which the Revolving Credit Commitment of such 3120 Lender exceeds its Pro Rata Share of the sum of (i) the aggregate outstanding principal amount of Re-3121 volving Loans (for the avoidance of doubt, excluding Swingline Loans) and (ii) the outstanding amount 3122 of the L/C Obligations for all Letters of Credit (the “Unused Commitment Fee”) from the date hereof 3123 through the Revolving Credit Termination Date at a rate per annum equal to the Applicable Margin, pay-3124 able in arrears (x) on the last day of each calendar quarter and (y) on the Revolving Credit Termination 3125 Date. 3126 (b) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for 3127 the account of the Revolving Credit Lenders for the applicable Revolving Facility (in accordance with 3128 their Pro Rata Share or other applicable share provided for under this Agreement) a Letter of Credit fee 3129 (the “Letter of Credit Fee”) in Dollars for each Letter of Credit issued pursuant to this Agreement equal to 3130 the Applicable Margin for Revolving Loans times the daily maximum amount then available to be drawn 3131 under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of 3132

 
-69- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). 3133 Such Letter of Credit Fees shall be computed on a quarterly basis in arrears. Such Letter of Credit Fees 3134 shall be due and payable in Dollars on the last Business Day of each March, June, September and Decem-3135 ber, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter 3136 of Credit Expiration Date and thereafter on demand. If there is any change in any Applicable Margin for 3137 Revolving Loans during any quarter, the daily maximum amount of each Letter of Credit shall be com-3138 puted and multiplied by such Applicable Margin separately for each period during such quarter that such 3139 Applicable Margin was in effect. 3140 (c) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. 3141 The Borrower shall pay directly to each L/C Issuer for its own account, in Dollars, a fronting fee with re-3142 spect to each Letter of Credit issued by it equal to the greater of $500 and 0.125% per annum of the stated 3143 amount of such Letter of Credit. Such fronting fees shall be computed on a quarterly basis in arrears. 3144 Such fronting fees shall be due and payable in Dollars on the last Business Day of each March, June, Sep-3145 tember and December, commencing with the first such date to occur after the issuance of such Letter of 3146 Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall 3147 pay directly to each L/C Issuer for its own account, in Dollars, with respect to each Letter of Credit issued 3148 by it the customary issuance, presentation, amendment and other processing fees, and other standard costs 3149 and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary 3150 fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are 3151 nonrefundable. 3152 (d) Revolving Credit Facility Upfront Fees. (i) The Borrower will pay to the Admin-3153 istrative Agent, for the account of each Revolving Credit Lender in accordance with its applicable per-3154 centage on the Closing Date, an upfront fee equal to 0.50% of each Lender’s Revolving Credit Commit-3155 ment on the Closing Date on or prior to the Closing Date. 3156 (ii) Term Facility Upfront Fees. The Borrower will pay to the Administrative Agent, 3157 for each Term Lender as of the Closing Date in accordance with its applicable percentage provided for 3158 under this Agreement, an upfront fee (which may take the form of original issue discount) in an amount 3159 equal to 0.50% of the stated principal amount of such Term Lender’s Initial Term Loans, payable to such 3160 Term Lender from the proceeds of its Initial Term Loans as and when funded on the Closing Date. 3161 (e) Additional Fees. The Borrower shall pay (i) to the Administrative Agent and its 3162 Related Persons its reasonable and customary fees and expenses in connection with any payments made 3163 pursuant to Section 2.16(a) and has agreed to pay the additional fees described in the Fee Letter and (ii) to 3164 the Arrangers such fees as are set forth in the Engagement Letter. 3165 Section 2.12 Application of Payments. 3166 (a) Application of Voluntary Prepayments. Unless otherwise provided in this Sec-3167 tion 2.12 or elsewhere in any Loan Document, all payments and any other amounts received by the Ad-3168 ministrative Agent from or for the benefit of the Borrower shall be applied to repay the Obligations the 3169 Borrower designates. 3170 (b) Application of Mandatory Prepayments. Subject to the provisions of clause (c) 3171 below with respect to the application of payments during the continuance of an Event of Default, any 3172 payment made by the Borrower to the Administrative Agent pursuant to Section 2.8 or any other prepay-3173 ment of the Obligations required to be applied in accordance with this clause (b) shall be applied first, to 3174 the amortization payments of the outstanding Term Loans in accordance with Section 2.8(g), until paid in 3175 full, second, to repay the outstanding principal balance of the Revolving Loans and the Swingline Loans 3176

 
-70- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (without reduction of the Commitments therefor), third, in the case of any payment required pursuant to 3177 Section 2.8(e), to provide cash collateral to the extent and in the manner described in Section 9.3 and, 3178 then, any excess shall be retained by the Borrower. 3179 (c) Application of Payments During an Event of Default. The Borrower hereby ir-3180 revocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right 3181 to direct the application during the continuance of an Event of Default of any and all payments in respect 3182 of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of 3183 clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lend-3184 ers or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Sec-3185 tion 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral 3186 Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense 3187 reimbursements, fees or indemnities then due to the Administrative Agent, (ii) second, to pay Obligations 3188 in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the 3189 L/C Issuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimburse-3190 ment Obligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reim-3191 bursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent de-3192 scribed in Section 9.3 and to pay any Obligations under any Secured Hedging Agreement or any Secured 3193 Cash Management Agreement and (v) fifth, to the ratable payment of all other Obligations. Notwith-3194 standing the foregoing, amounts received from any Guarantor that is not an “eligible contract participant” 3195 as defined in the Commodity Exchange Act shall not be applied to Obligations that are Excluded Swap 3196 Obligations. 3197 (d) Application of Payments Generally. All payments that would otherwise be allo-3198 cated to the Revolving Credit Lenders pursuant to this Section 2.12 shall instead be allocated first, to re-3199 pay interest on Swingline Loans, on any portion of the Revolving Loans that the Administrative Agent 3200 may have advanced on behalf of any Lender and on any L/C Reimbursement Obligation, in each case for 3201 which the Administrative Agent or, as the case may be, the L/C Issuer has not then been reimbursed by 3202 such Lender or the Borrower, second to pay the outstanding principal amount of the foregoing obligations 3203 and third, to repay the Revolving Loans. All repayments of any Revolving Loans shall be applied first, to 3204 repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodol-3205 lar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid 3206 prior to those having later expiring Interest Periods. All repayments of Term Loans of any series shall be 3207 allocated ratably among the Term Loans of such series. All repayments of Term Loans shall be applied to 3208 reduce remaining installments of such outstanding principal amounts of the Term Loans. If sufficient 3209 amounts are not available to repay all outstanding Obligations described in any priority level set forth in 3210 this Section 2.12, the available amounts shall be applied, unless otherwise expressly specified herein, to 3211 such Obligations ratably based on the proportion of the Secured Parties’ interest in such Obligations. Any 3212 priority level set forth in this Section 2.12 that includes interest shall include all such interest, whether or 3213 not accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reor-3214 ganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is al-3215 lowed in any such proceeding. 3216 Section 2.13 Payments and Computations. 3217 (a) Procedure. The Borrower shall make each payment under any Loan Document 3218 not later than 11:00 a.m. on the day when due to the Administrative Agent by wire transfer or ACH trans-3219 fer (which shall be the exclusive means of payment hereunder) to the following account (or at such other 3220 account or by such other means to such other address as the Administrative Agent shall have notified the 3221 Borrower in writing within a reasonable time prior to such payment) in immediately available Dollars and 3222 without setoff or counterclaim: 3223

 
-71- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 ABA No. 021-000021 3224 Account Number 920-1033363 3225 JPMorgan Chase Bank 3226 New York, NY 3227 Account Name: Royal Bank of Canada, New York 3228 Swift Code: ROYCUS3X 3229 For further credit to: 3230 Account Number: 2939874, Transit 1269 3231 Account Name: RBCCM Agency Services, New York 3232 200 Vesey Street 3233 New York, NY 10281-8098 3234 Reference: Townsquare Media Inc. 3235 The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds 3236 relating to the payment of principal, interest or fees to the Appropriate Lenders, in accordance with the 3237 application of payments set forth in Section 2.12. The Lenders shall make any payment under any Loan 3238 Document in immediately available Dollars and without setoff or counterclaim. Each Revolving Credit 3239 Lender shall make each payment for the account of any L/C Issuer or Swingline Lender required pursuant 3240 to Section 2.3 or 2.4 (A) if the notice or demand therefor was received by such Lender prior to 11:00 a.m. 3241 on any Business Day, on such Business Day and (B) otherwise, on the Business Day following such re-3242 ceipt. Payments received by the Administrative Agent after 11:00 a.m. may, in the Administrative 3243 Agent’s sole discretion, be deemed to be received on the next Business Day. 3244 (b) Computations of Interests and Fees. All computations of interest and of fees 3245 shall be made by the Administrative Agent on the basis of a year of 360 days (or, in the case of Base Rate 3246 Loans, 365/366 days), in each case for the actual number of days (including the first day but excluding the 3247 last day) occurring in the period for which such interest and fees are payable; provided that any Loan that 3248 is repaid on the same day on which it is made shall bear interest for one (1) day. Each determination of 3249 an interest rate or the amount of a fee hereunder shall be made by the Administrative Agent (including 3250 determinations of a Eurodollar Rate or Base Rate in accordance with the definitions of “Eurodollar Rate” 3251 and “Base Rate,” respectively) and shall be conclusive, binding and final for all purposes, absent manifest 3252 error. 3253 (c) Payment Dates. Whenever any payment hereunder shall be stated to be due on a 3254 day other than a Business Day, the due date for such payment shall be extended to the next succeeding 3255 Business Day without any increase in such payment as a result of additional interest or fees; provided, 3256 however, that such interest and fees shall continue accruing as a result of such extension of time. For the 3257 avoidance of doubt, the initial payments of interest and fees relating to the Obligations (other than 3258 amounts due on the Closing Date) shall be due and paid on the last day of the first month or quarter, as 3259 applicable, following entry of the Obligations onto the operations systems of the Administrative Agent, 3260 but in no event later than the last day of the second month or quarter, as applicable, following the Closing 3261 Date. 3262 (d) Advancing Payments. Unless the Administrative Agent shall have received no-3263 tice from the Borrower to the Lenders prior to the date on which any payment is due hereunder that the 3264 Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower 3265 has made such payment in full to the Administrative Agent on such date and the Administrative Agent 3266 may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an 3267 amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have 3268 made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative 3269 Agent on demand such amount distributed to such Lender together with interest thereon (at the Federal 3270

 
-72- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans under the 3271 applicable Facility) for each day from the date such amount is distributed to such Lender until the date 3272 such Lender repays such amount to the Administrative Agent. 3273 (e) Notice of Repayment/Prepayment/Cancellation. In connection with any repay-3274 ment or prepayment of Loans or any reduction or termination of Commitments in accordance with this 3275 Agreement (including, for the avoidance of doubt, repayments, prepayments and reductions made pursu-3276 ant to Sections 2.5, 2.6, 2.7 and 2.8 above), the Borrower will provide notice of such repayment, prepay-3277 ment or cancellation, as applicable, in a writing substantially in the form of Exhibit K (a “Notice of Re-3278 payment/Prepayment/Cancellation”). In connection with any repayment or prepayment pursuant to Sec-3279 tion 2.6 or 2.8, as applicable, such Notice of Repayment/Prepayment/Cancellation must be received by 3280 the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of repay-3281 ment or prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of any re-3282 payment or prepayment of Base Rate Loans. 3283 Section 2.14 Evidence of Debt. 3284 (a) Records of Lenders. Each Lender shall maintain in accordance with its usual 3285 practice accounts evidencing Indebtedness of the Borrower to such Lender resulting from each Loan of 3286 such Lender from time to time, including the amounts of principal and interest payable and paid to such 3287 Lender from time to time under this Agreement. In addition, each Lender having sold a participation in 3288 any of its Obligations or having identified an SPV as such to the Administrative Agent, acting as agent of 3289 the Borrower solely for this purpose and solely for tax purposes, shall establish and maintain at its address 3290 referred to in Section 11.11 (or at such other address as such Lender shall notify the Borrower) a record of 3291 ownership, in which such Lender shall register by book entry (A) the name and address of each such par-3292 ticipant and SPV (and each change thereto, whether by assignment or otherwise) and (B) the rights, inter-3293 est or obligation of each such participant and SPV in any Obligation, in any Commitment and in any right 3294 to receive any payment hereunder (the “Participant Register”); provided that no Lender shall have any 3295 obligation to disclose any portion of the Participant Register to any Person except to the extent that such 3296 disclosure is necessary to establish that the Term Loans, Revolving Loans or Letters of Credit or other 3297 obligations are in registered form for United States federal income tax purposes. The entries in the Partic-3298 ipant Register shall be conclusive, and such Lender shall treat each Person whose name is recorded in the 3299 Participant Register as the owner of such Obligation for all purposes of this Agreement notwithstanding 3300 any notice to the contrary. 3301 (b) Records of Administrative Agent. The Administrative Agent, acting as agent of 3302 the Borrower solely for tax purposes and solely with respect to the actions described in this Section 2.14, 3303 shall establish and maintain at its address referred to in Section 11.11 (or at such other address as the Ad-3304 ministrative Agent may notify the Borrower) (A) a record of ownership (the “Register”) in which the 3305 Administrative Agent agrees to register by book entry the interests (including any rights to receive pay-3306 ment hereunder) of the Administrative Agent, each Lender and each L/C Issuer in the Revolving Credit 3307 Outstandings, each of their obligations under this Agreement to participate in each Loan, Letter of Credit 3308 and L/C Reimbursement Obligation, and any assignment of any such interest, obligation or right and (B) 3309 accounts in the Register in accordance with its usual practice in which it shall record (1) the names and 3310 addresses of the Lenders and the L/C Issuers (and each change thereto pursuant to Section 2.18 (Substitu-3311 tion of Lenders) and Section 11.2 (Assignments and Participations; Binding Effect)), (2) the Commit-3312 ments of each Lender, (3) the amount of each Loan and each funding of any participation described in 3313 clause (A) above, for Eurodollar Rate Loans, the Interest Period applicable thereto, (4) the amount of any 3314 principal or interest due and payable or paid, (5) the amount of the L/C Reimbursement Obligations due 3315 and payable or paid and (6) any other payment received by the Administrative Agent from the Borrower 3316 and its application to the Obligations. 3317

 
-73- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (c) Registered Obligations. Notwithstanding anything to the contrary contained in 3318 this Agreement, the Loans (including any Notes evidencing such Loans and, in the case of Revolving 3319 Loans, the corresponding obligations to participate in L/C Obligations and Swingline Loans) and the L/C 3320 Reimbursement Obligations are registered obligations, the right, title and interest of the Lenders and the 3321 L/C Issuers and their assignees in and to such Loans or L/C Reimbursement Obligations, as the case may 3322 be, shall be transferable only upon notation of such transfer in the Register and no assignment thereof 3323 shall be effective until recorded therein. This Section 2.14 and Section 11.2 shall be construed so that the 3324 Loans and L/C Reimbursement Obligations are at all times maintained in “registered form” within the 3325 meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any 3326 successor provisions). 3327 (d) Prima Facie Evidence. The entries made in the Register and in the accounts 3328 maintained pursuant to clauses (a) and (b) above shall, to the extent permitted by applicable Requirements 3329 of Law, be prima facie evidence of the existence and amounts of the obligations recorded therein; provid-3330 ed, however, that no error in such account and no failure of any Lender or the Administrative Agent to 3331 maintain any such account shall affect the obligations of any Loan Party to repay the Loans in accordance 3332 with their terms. In addition, the Loan Parties, the Administrative Agent, the Lenders and the L/C Issuers 3333 shall treat each Person whose name is recorded in the Register as a Lender or L/C Issuer, as applicable, 3334 for all purposes of this Agreement. Information contained in the Register with respect to any Lender or 3335 any L/C Issuer shall be available for access by the Borrower, the Administrative Agent, such Lender or 3336 such L/C Issuer at any reasonable time and from time to time upon reasonable prior notice. No Lender or 3337 L/C Issuer shall, in such capacity, have access to or be otherwise permitted to review any information in 3338 the Register other than information with respect to such Lender or L/C Issuer unless otherwise agreed by 3339 the Administrative Agent. 3340 (e) Notes. Upon any Lender’s request, the Borrower shall promptly execute and de-3341 liver Notes to such Lender evidencing the Loans of such Lender in a Facility and substantially in the form 3342 of Exhibit B-1 or B-2, as applicable; provided, however, that only one Note for each Facility shall be is-3343 sued to each Lender, except (i) to an existing Lender exchanging existing Notes to reflect changes in the 3344 Register relating to such Lender, in which case the new Notes delivered to such Lender shall be dated the 3345 date of the original Notes and (ii) in the case of loss, destruction or mutilation of existing Notes and simi-3346 lar circumstances. Each Note, if issued, shall only be issued as means to evidence the right, title or inter-3347 est of a Lender or a registered assignee in and to the related Loan, as set forth in the Register, and in no 3348 event shall any Note be considered a bearer instrument or obligation. 3349 Section 2.15 Suspension of Eurodollar Rate Option. Notwithstanding any provision to the 3350 contrary in this Article 2, the following shall apply: 3351 (a) Interest Rate Unascertainable, Inadequate or Unfair. In the event that (A) the 3352 Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable 3353 interest rates by reference to which the Eurodollar Rate is determined or (B) the Required Lenders notify 3354 the Administrative Agent that the Eurodollar Rate for any Interest Period will not adequately reflect the 3355 cost to the Lenders of making or maintaining such Loans for such Interest Period, the Administrative 3356 Agent shall promptly so notify the Borrower and the Lenders, whereupon the obligation of each Lender to 3357 make or to continue Eurodollar Rate Loans shall be suspended as provided in clause (c) below until the 3358 Administrative Agent shall notify the Borrower that the Required Lenders have determined that the cir-3359 cumstances causing such suspension no longer exist. 3360 (b) Illegality. If any Lender determines that the introduction of, or any change in or 3361 in the interpretation of, any Requirement of Law after the date of this Agreement shall make it unlawful, 3362 or any Governmental Authority shall assert that it is unlawful, for any Lender or its applicable lending 3363

 
-74- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 office to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans, then, on 3364 notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, the 3365 obligation of such Lender to make or to continue Eurodollar Rate Loans shall be suspended as provided in 3366 clause (c) below until such Lender shall, through the Administrative Agent, notify the Borrower that it has 3367 determined that it may lawfully make Eurodollar Rate Loans. 3368 (c) Effect of Suspension. If the obligation of any Lender to make or to continue Eu-3369 rodollar Rate Loans is suspended, (A) the obligation of such Lender to convert Base Rate Loans into Eu-3370 rodollar Rate Loans shall be suspended, (B) such Lender shall make a Base Rate Loan at any time such 3371 Lender would otherwise be obligated to make a Eurodollar Rate Loan, (C) the Borrower may revoke any 3372 pending Notice of Borrowing or Notice of Conversion or Continuation to make or continue any Eurodol-3373 lar Rate Loan or to convert any Base Rate Loan into a Eurodollar Rate Loan and (D) each Eurodollar Rate 3374 Loan of such Lender shall automatically and immediately (or, in the case of any suspension pursuant to 3375 clause (a) above, on the last day of the current Interest Period thereof) be converted into a Base Rate 3376 Loan. 3377 Section 2.16 Breakage Costs; Increased Costs; Capital Requirements. 3378 (a) Breakage Costs. The Borrower shall compensate each Lender, upon demand 3379 from such Lender to such Borrower (with copy to the Administrative Agent), for all Liabilities (including, 3380 in each case, those incurred by reason of the liquidation or reemployment of deposits or other funds ac-3381 quired by such Lender to prepare to fund, to fund or to maintain the Eurodollar Rate Loans of such Lend-3382 er to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such 3383 Lender may incur (A) to the extent, for any reason other than solely by reason of such Lender being a 3384 Non-Funding Lender, a proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans 3385 does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Contin-3386 uation or in a similar request made by telephone by the Borrower, (B) to the extent any Eurodollar Rate 3387 Loan is paid (whether through a scheduled, optional or mandatory prepayment) or converted to a Base 3388 Rate Loan (including because of Section 2.15) on a date that is not the last day of the applicable Interest 3389 Period or (C) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when re-3390 quired by the terms hereof. For purposes of this clause (a), each Lender shall be deemed to have funded 3391 each Eurodollar Rate Loan made by it using a matching deposit or other borrowing in the London inter-3392 bank market. 3393 (b) Increased Costs. If at any time any Lender or L/C Issuer determines that, after 3394 the date hereof, the adoption of, or any change in or in the interpretation, application or administration of, 3395 or compliance with, any Requirement of Law (other than any (x) (A) Requirement of Law relating to Ex-3396 cluded Taxes, or (B) any change to the extent it would require duplicate payment of any additional 3397 amount required to be paid by a Loan Party pursuant to Section 2.17(b) or (c) or (y) any imposition or 3398 increase of Eurodollar Reserve Requirements) from any Governmental Authority, or such Lender’s or 3399 L/C Issuer’s compliance therewith, shall have the effect of (i) increasing the cost to such Lender of mak-3400 ing, funding or maintaining any Eurodollar Rate Loan or to agree to do so or of participating, or agreeing 3401 to participate, in extensions of credit, (ii) increasing the cost to such L/C Issuer of Issuing or maintaining 3402 any Letter of Credit or of agreeing to do so or (iii) imposing any other cost to such Lender or L/C Issuer 3403 with respect to compliance with its obligations under any Loan Document, then, upon demand by such 3404 Lender or L/C Issuer (with copy to the Administrative Agent), the Borrower shall pay to the Administra-3405 tive Agent for the account of such Lender or L/C Issuer amounts sufficient to compensate such Lender or 3406 L/C Issuer for such increased cost; provided that notwithstanding anything herein to the contrary, (x) the 3407 Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or direc-3408 tives thereunder or issued in connection therewith and (y) all requests, rules, guidelines and directives 3409 promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or 3410

 
-75- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 any successor or similar authority) or the United States or foreign regulatory authorities, in each case re-3411 lating to Basel III, shall, in the case of each of the foregoing clauses (x) and (y) be deemed to be a change 3412 in a Requirement of Law, regardless of the date enacted, adopted, issued or implemented. 3413 (c) Increased Capital Requirements. If at any time any Lender or L/C Issuer deter-3414 mines that, after the date hereof, the adoption of, or any change in or in the interpretation, application or 3415 administration of, or compliance with, any Requirement of Law (other than any imposition or increase of 3416 Eurodollar Reserve Requirements) from any Governmental Authority, or such Lender’s or L/C Issuer’s 3417 compliance therewith, regarding capital adequacy, reserves, special deposits, liquidity requirements, 3418 compulsory loans, insurance charges against property of, deposits with or for the account of, Obligations 3419 owing to, or other credit extended or participated in by, any Lender or L/C Issuer or any similar require-3420 ment (in each case other than any imposition or increase of Eurodollar Reserve Requirements) shall have 3421 the effect of reducing the rate of return on the capital of such Lender’s or L/C Issuer (or any corporation 3422 controlling such Lender or L/C Issuer) as a consequence of its obligations under or with respect to any 3423 Loan Document or Letter of Credit to a level below that which, taking into account the capital adequacy 3424 policies of such Lender, L/C Issuer or corporation, such Lender, L/C Issuer or corporation could have 3425 achieved but for such adoption or change, then, upon demand from time to time by such Lender or 3426 L/C Issuer (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Ad-3427 ministrative Agent for the account of such Lender amounts sufficient to compensate such Lender for such 3428 reduction; provided, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all re-3429 quests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, 3430 rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Commit-3431 tee on Banking Supervision (or any successor or similar authority) or the United States or foreign regula-3432 tory authorities, in each case relating to Basel III, shall, in the case of each of the foregoing clauses (x) 3433 and (y) be deemed to be a change in a Requirement of Law, regardless of the date enacted, adopted, is-3434 sued or implemented. 3435 (d) Compensation Certificate. Each demand for compensation under this Sec-3436 tion 2.16 shall be accompanied by a certificate of the Lender or L/C Issuer claiming such compensation, 3437 setting forth the amounts to be paid hereunder, which certificate shall be conclusive, binding and final for 3438 all purposes, absent manifest error. In determining such amount, such Lender or L/C Issuer may use any 3439 reasonable averaging and attribution methods. 3440 Section 2.17 Net Payments. 3441 (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Tax-3442 es. 3443 (i) Any and all payments by or on account of any obligation of any Loan Party here-3444 under or under any other Loan Document shall to the extent permitted by applicable laws be 3445 made free and clear of and without reduction or withholding for any Taxes. 3446 (ii) If any Loan Party, the Administrative Agent or any other applicable Withholding 3447 Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, 3448 then (A) such Withholding Agent shall withhold or make such deductions as are reasonably de-3449 termined by such Withholding Agent to be required by applicable law, (B) such Withholding 3450 Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Au-3451 thority, and (C) to the extent that the withholding or deduction is made on account of Indemnified 3452 Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as neces-3453 sary so that after any required withholding or deductions have been made (including withholding 3454 or deductions applicable to additional sums payable under this Section 2.17) each Lender (or, in 3455

 
-76- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 the case of a payment to the Administrative Agent for its own account, the Administrative Agent) 3456 receives an amount equal to the sum it would have received had no such withholding or deduc-3457 tions been made. 3458 (b) Payment of Other Taxes by the Borrower. Without limiting the provisions of 3459 subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Au-3460 thority in accordance with applicable law or timely reimburse the Administrative Agent or any Lender for 3461 the payment of any Other Taxes. 3462 (c) Tax Indemnifications. Without limiting the provisions of subsection (a) or (b) 3463 above, the Borrower shall indemnify the Administrative Agent and each Lender, and shall make payment 3464 in respect thereof within 15 days after demand therefor, for the full amount of Indemnified Taxes or Other 3465 Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts 3466 payable under this Section 2.17) payable by the Administrative Agent or such Lender, as the case may be, 3467 and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified 3468 Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Author-3469 ity. A certificate as to the amount of any such payment or liability (along with a written statement setting 3470 forth in reasonable detail the basis and calculation of such amounts) delivered to the Borrower by a Lend-3471 er, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent 3472 manifest error. 3473 (d) Evidence of Payments. As soon as practicable after any payment of Taxes by 3474 any Loan Party or the Administrative Agent to a Governmental Authority as provided in this Section 3475 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to 3476 the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmen-3477 tal Authority evidencing such payment, a copy of any return required by laws to report such payment or 3478 other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as 3479 the case may be. 3480 (e) Status of Lenders and Tax Documentation. 3481 (i) Each Lender that is entitled to an exemption from or reduction of withholding 3482 Tax with respect to payments made under any Loan Document shall deliver to the Borrower and 3483 to the Administrative Agent, at such time or times reasonably requested by the Borrower or the 3484 Administrative Agent, such properly completed and executed documentation prescribed by appli-3485 cable laws or by the taxing authorities of any jurisdiction and such other reasonably requested in-3486 formation as will permit the Borrower or the Administrative Agent, as the case may be, to deter-3487 mine (A) whether or not any payments made hereunder or under any other Loan Document are 3488 subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such 3489 Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in re-3490 spect of any payments to be made to such Lender by any Loan Party pursuant to any Loan Docu-3491 ment or otherwise to establish such Lender’s status for withholding tax purposes in the applicable 3492 jurisdiction. Any documentation and information required to be delivered by a Lender pursuant 3493 to this Section 2.17(e) (including any specific documentation set forth in subsection (ii) below) 3494 shall be delivered by such Lender (w) on or prior to the Closing Date (or on or prior to the date it 3495 becomes a party to this Agreement), (x) on or before any date on which such documentation ex-3496 pires or becomes obsolete or invalid, (y) after the occurrence of any change in the Lender’s cir-3497 cumstances requiring a change in the most recent documentation previously delivered by it to the 3498 Borrower and the Administrative Agent, and (z) from time to time thereafter if reasonably re-3499 quested by the Borrower or the Administrative Agent, and each such Lender shall promptly notify 3500 in writing the Borrower and the Administrative Agent if such Lender is no longer legally eligible 3501

 
-77- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 to provide any documentation previously provided. Notwithstanding anything to the contrary in 3502 this subsection (i), the completion, execution and submission of such documentation shall not be 3503 required if in the Lender’s reasonable judgment such completion, execution or submission would 3504 subject such Lender to any material unreimbursed cost or expense or would materially prejudice 3505 the legal or commercial position of such Lender. 3506 (ii) Without limiting the generality of the foregoing: 3507 (A) any Lender that is a “United States person” within the meaning of Sec-3508 tion 7701(a)(30) of the Code (a “U.S. Lender”) shall deliver to the Borrower and the 3509 Administrative Agent executed originals of Internal Revenue Service Form W-9 or such 3510 other documentation or information prescribed by applicable laws or reasonably request-3511 ed by the Borrower or the Administrative Agent as will enable the Borrower or the Ad-3512 ministrative Agent, as the case may be, to determine whether or not such Lender is sub-3513 ject to backup withholding or information reporting requirements; 3514 (B) each Non-U.S. Lender that is entitled under the Code or any applicable 3515 treaty to an exemption from or reduction of U.S. federal withholding tax with respect to 3516 any payments hereunder or under any other Loan Document shall deliver to the Borrower 3517 and the Administrative Agent (in such number of copies as shall be requested by the re-3518 cipient) whichever of the following is applicable: 3519 (1) executed originals of Internal Revenue Service Form W-8BEN-E 3520 (or any successor form thereto) claiming eligibility for benefits of an income tax 3521 treaty to which the United States is a party; 3522 (2) executed originals of Internal Revenue Service Form W-8ECI 3523 (or any successor form thereto); 3524 (3) in the case of a Non-U.S. Lender claiming the benefits of the ex-3525 emption for portfolio interest under Section 881(c) of the Code, (x) a certificate, 3526 substantially in the form of Exhibit I-1, I-2, I-3 or I-4, as applicable (a “Non-3527 Bank Tax Certificate”), to the effect that such Non-U.S. Lender is not (A) a 3528 “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 per-3529 cent shareholder” of a Borrower within the meaning of Section 881(c)(3)(B) of 3530 the Code, or (C) a “controlled foreign corporation” described in Section 3531 881(c)(3)(C) of the Code and that no payments under any Loan Document are ef-3532 fectively connected with such Non-U.S. Lender’s conduct of a United States 3533 trade or business and (y) executed originals of Internal Revenue Service Form 3534 W-8BEN-E (or any successor thereto); 3535 (4) where such Lender is a partnership (for U.S. federal income tax 3536 purposes) or otherwise not a beneficial owner (e.g., where such Lender has sold a 3537 participation), IRS Form W-8IMY (or any successor thereto) and all required 3538 supporting documentation (including, where one or more of the underlying bene-3539 ficial owner(s) is claiming the benefits of the portfolio interest exemption, a Non-3540 Bank Tax Certificate of such beneficial owner(s)) (provided that, if the Non-U.S. 3541 Lender is a partnership and not a participating Lender, the Non-Bank Tax Certif-3542 icate(s) may be provided by the Non-U.S. Lender on behalf of the direct or indi-3543 rect partner(s)); or 3544

 
-78- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (5) executed originals of any other form prescribed by applicable 3545 laws as a basis for claiming exemption from or a reduction in United States fed-3546 eral withholding tax together with such supplementary documentation as may be 3547 prescribed by applicable laws to permit the Borrower or the Administrative 3548 Agent to determine the withholding or deduction required to be made; 3549 (C) if a payment made to a Lender under any Loan Document would be sub-3550 ject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to 3551 comply with the applicable reporting requirements of FATCA (including those contained 3552 in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the 3553 Borrower and the Administrative Agent at the time or times prescribed by law and at 3554 such time or times reasonably requested by the Borrower or the Administrative Agent 3555 such documentation prescribed by applicable law (including as prescribed by Section 3556 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by 3557 the Borrower or the Administrative Agent as may be necessary for the Borrower and the 3558 Administrative Agent to comply with their obligations under FATCA, to determine 3559 whether such Lender has complied with such Lender’s obligations under FATCA or to 3560 determine the amount, if any, to deduct and withhold from such payment. Solely for pur-3561 poses of this clause (C), FATCA shall include any amendments made to FATCA after the 3562 date of this Agreement; and 3563 (D) If the Administrative Agent is a “United States person” (as defined in 3564 Section 7701(a)(30) of the Code), it shall provide the Borrower with two duly completed 3565 original copies of Internal Revenue Service Form W-9. If the Administrative Agent is 3566 not a “United States person” (as defined in Section 7701(a)(30) of the Code), it shall pro-3567 vide (1) Internal Revenue Service Form W-8ECI with respect to payments to be received 3568 by it as a beneficial owner and (2) Internal Revenue Service Form W-8IMY (together 3569 with required accompanying documentation) with respect to payments to be received by 3570 it on behalf of the Lenders, and such Internal Revenue Service Form W-8IMY shall certi-3571 fy that such Administrative Agent is a U.S. branch and intends to be treated as a U.S. per-3572 son for purposes of withholding under Chapter 3 of the Code pursuant to Section 1.1441-3573 1(b)(2)(iv) of the Treasury Regulations. 3574 (iii) Notwithstanding anything to the contrary in this Section 2.17, no Lender or the 3575 Administrative Agent shall be required to deliver any documentation that it is not legally eligible 3576 to deliver. 3577 (f) Treatment of Certain Refunds. If the Administrative Agent or any Lender deter-3578 mines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes 3579 or Other Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan 3580 Party has paid additional amounts pursuant to this Section 2.17, the Administrative Agent or such Lender 3581 (as applicable) shall promptly pay to the Borrower an amount equal to such refund (but only to the extent 3582 of indemnity payments made, or additional amounts paid, by the Loan Parties under this Section 2.17 3583 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket 3584 expenses (including any Taxes) incurred by the Administrative Agent or such Lender, as the case may be, 3585 and without interest (other than any interest paid by the relevant Governmental Authority with respect to 3586 such refund); provided that the Borrowers, upon the request of the Administrative Agent or such Lender, 3587 agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges im-3588 posed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event 3589 the Administrative Agent or such Lender is required to repay such refund to such Governmental Authori-3590 ty. In such event, the Administrative Agent or such Lender, as the case may be, shall, at the Borrower’s 3591

 
-79- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 request, provide the Borrower with a copy of any notice of assessment or other evidence of the require-3592 ment to repay such refund received from the relevant taxing authority (provided that the Administrative 3593 Agent or such Lender may delete any information therein that it deems confidential). This subsection 3594 shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns 3595 (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other 3596 Person. Notwithstanding anything to the contrary in this subsection (f), in no event will the indemnified 3597 party be required to pay any amount to a Borrower or other indemnifying party pursuant to this subsection 3598 (f) the payment of which would place the indemnified party in a less favorable net after-Tax position than 3599 the indemnified party would have been in if the Tax subject to indemnification and giving rise to such 3600 refund had not been deducted, withheld or otherwise imposed and the indemnification payments or addi-3601 tional amounts with respect to such Tax had never been paid. 3602 (g) Each party’s obligations under this Section 2.17 shall survive the resignation or 3603 replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, 3604 the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under 3605 the Loan Documents. 3606 Section 2.18 Substitution of Lenders. 3607 (a) Substitution Right. In the event that any Lender in any Facility that is not the 3608 Administrative Agent or an Affiliate of the Administrative Agent (an “Affected Lender”), (i) makes a 3609 claim under clause (b) or (c) of Section 2.16, (ii) notifies the Borrower pursuant to Section 2.15(b) that it 3610 becomes illegal for such Lender to continue to fund or make any Eurodollar Rate Loan in such Facility, 3611 (iii) makes a claim for payment pursuant to Section 2.17(b), (iv) becomes a Non-Funding Lender with 3612 respect to such Facility or (v) does not consent to any amendment, waiver or consent to any Loan Docu-3613 ment for which the consent of the Required Lenders is obtained but that requires the consent of other 3614 Lenders in such Facility, the Borrower may either pay in full such Affected Lender with respect to 3615 amounts due in such Facility with the consent of the Administrative Agent or substitute for such Affected 3616 Lender in such Facility any Lender or any Affiliate or Approved Fund of any Lender or any other Person 3617 acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent 3618 (in each case, a “Substitute Lender”); provided that in the case of any such termination or replacement of 3619 any Affected Lender under clause (v) above, such termination or replacement must be sufficient (together 3620 with all consenting Lenders) to cause the adoption of the applicable amendment, waiver or consent to the 3621 applicable Loan Documents and, if such amendment, waiver or consent is applicable to a Class vote, the 3622 termination or replacement shall only be with respect to the applicable Class of Loans of such Affected 3623 Lender; provided, further, for the avoidance of doubt, any Affected Lender with Initial Term Loans that 3624 are replaced or whose Initial Term Loans are terminated in connection with an amendment, waiver or 3625 consent that effects a Repricing Event that triggers the payment of a premium under Section 2.7(d) shall 3626 also be deemed entitled to such premium. Notwithstanding anything herein to the contrary, with respect 3627 to a Lender that is a Non-Funding Lender or an Impacted Lender, the Administrative Agent may, but shall 3628 not be obligated to, obtain a Substitute Lender acceptable to the Borrower and execute an Assignment on 3629 behalf of such Non-Funding Lender or Impacted Lender at any time with three Business Days’ prior no-3630 tice to such Non-Funding Lender or Impacted Lender (unless notice is not practicable under the circum-3631 stances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at 3632 par. 3633 (b) Procedure. To substitute such Affected Lender or pay in full the Obligations 3634 owed to such Affected Lender under such Facility as described in the first sentence of clause (a) above, 3635 the Borrower shall deliver a notice to the Administrative Agent and such Affected Lender. The effective-3636 ness of such payment or substitution shall be subject to the delivery to the Administrative Agent by the 3637 Borrower (or, as may be applicable in the case of a substitution, by the Substitute Lender) of (i) payment 3638

 
-80- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 for the account of such Affected Lender, of, to the extent accrued through, and outstanding on, the effec-3639 tive date for such payment or substitution, all Obligations owing to such Affected Lender with respect to 3640 such Facility (including those that will be owed because of such payment and all Obligations that would 3641 be owed to such Lender if it was solely a Lender in such Facility), (ii) in the case of a payment in full of 3642 the Obligations owing to such Affected Lender in the Revolving Credit Facility, payment of any amount 3643 that, after giving effect to the termination of the Commitment of such Affected Lender, is required to be 3644 paid pursuant to Section 2.8(e) and (iii) in the case of a substitution, (A) payment of the assignment fee 3645 set forth in Section 11.2(d) and (B) an Assignment in form and substance satisfactory to the Administra-3646 tive Agent whereby the Substitute Lender shall, among other things, agree to be bound by the terms of the 3647 Loan Documents and assume the Commitment of the Affected Lender under such Facility; provided that 3648 if any Affected Lender does not execute and deliver to the Administrative Agent such Assignment reflect-3649 ing such replacement within five (5) Business Days of the date on which the Substitute Lender executes 3650 and delivers such Assignment to such Affected Lender, then such Affected Lender shall be deemed to 3651 have executed and delivered such Assignment without any action on the part of the Affected Lender. 3652 (c) Effectiveness. Upon satisfaction of the conditions set forth in clause (b) above or 3653 in the case of a substitution of a Non-Funding Lender or Impacted Lender as described in the last sentence 3654 of clause (a) above, the Administrative Agent shall record such substitution or payment in the Register, 3655 whereupon (i) in the case of any payment in full in any Facility, such Affected Lender’s Commitments in 3656 such Facility shall be terminated and (ii) in the case of any substitution in any Facility, (A) the Affected 3657 Lender shall sell and be relieved of, and the Substitute Lender shall purchase and assume, all rights and 3658 claims of such Affected Lender under the Loan Documents with respect to such Facility, except that the 3659 Affected Lender shall retain such rights expressly providing that they survive the repayment of the Obli-3660 gations and the termination of the Commitments, (B) the Substitute Lender shall become a “Lender” 3661 hereunder having a Commitment in such Facility in the amount of such Affected Lender’s Commitment 3662 in such Facility and (C) the Affected Lender shall execute and deliver to the Administrative Agent an As-3663 signment to evidence such substitution and deliver any Note in its possession with respect to such Facili-3664 ty; provided, however, that the failure of any Affected Lender to execute any such Assignment or deliver 3665 any such Note shall not render such sale and purchase (or the corresponding assignment) invalid. Each 3666 Lender agrees that if the Borrower or the Administrative Agent exercises its option hereunder to cause an 3667 assignment by such Lender as an Affected Lender, such Lender shall, promptly after receipt of written 3668 notice of such election, execute and deliver all documentation necessary to effectuate such assignment in 3669 accordance with Section 11.2. In the event that a Lender does not comply with the requirements of the 3670 immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby 3671 authorizes and directs the Administrative Agent to execute and deliver, on behalf of such Lender as as-3672 signor, any assignment agreement or other documentation as may be required to give effect to an assign-3673 ment in accordance with Section 11.2 on behalf of an Affected Lender and any such documentation so 3674 executed by the Administrative Agent shall be effective for purposes of documenting an assignment pur-3675 suant to Section 11.2. 3676 Section 2.19 Incremental Credit Extensions. 3677 (a) Incremental Commitments. The Borrower may at any time or from time to time 3678 after the Closing Date, by notice to the Administrative Agent (an “Incremental Request”), request (i) one 3679 or more new commitments which may be in the same Facility (each, an “Incremental Term Facility”) as 3680 any outstanding Term Loans of an existing Class of Term Loans (a “Term Loan Increase”) or a new Class 3681 of Term Loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”) and/or 3682 (ii) one or more increases in the amount of the Revolving Credit Commitments (an “Incremental Revolv-3683 ing Increase” and, together with any Incremental Term Commitments, the “Incremental Facilities”), 3684 whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders. 3685

 
-81- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (b) Incremental Loans. Any Incremental Term Commitments effected through the 3686 establishment of one or more new Term Loans made on an Incremental Facility Closing Date shall be 3687 designated a separate Class of Incremental Term Commitments for all purposes of this Agreement, except 3688 in the case of a Term Loan Increase. On any Incremental Facility Closing Date on which any Incremental 3689 Term Commitments of any Class is effected (including through any Term Loan Increase), subject to the 3690 satisfaction of the terms and conditions in this Section 2.19, (i) each Incremental Term Lender of such 3691 Class shall make a Loan to the Borrower (an “Incremental Term Loan”) in an amount equal to its Incre-3692 mental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall be-3693 come a Lender hereunder with respect to the Incremental Term Commitment of such Class and the In-3694 cremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on 3695 which any Incremental Revolving Increase of any Class is effected through the establishment of one or 3696 more new revolving credit commitments, subject to the satisfaction of the terms and conditions in this 3697 Section 2.19, (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment 3698 available to the Borrower (when borrowed, an “Incremental Revolving Loan” and collectively with any 3699 Incremental Term Loan, an “Incremental Loan”) in an amount equal to its portion of such Incremental 3700 Revolving Increase and (ii) each Incremental Revolving Credit Lender of such Class shall become a 3701 Lender hereunder with respect to the Incremental Revolving Increase of such Class and the Incremental 3702 Revolving Loans of such Class made pursuant thereto. Notwithstanding the foregoing, Incremental Term 3703 Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such 3704 Term Loans. 3705 (c) Incremental Request. Each Incremental Request from the Borrower pursuant to 3706 this Section 2.19 shall set forth the requested amount and proposed terms of the relevant Incremental 3707 Term Loans or, Incremental Revolving Increase. Incremental Term Loans may be made, and Incremental 3708 Revolving Increases may be provided, by any existing Lender (but no existing Lender will have any obli-3709 gation to make any Incremental Term Commitment or Incremental Revolving Increase, nor will the Bor-3710 rower have any obligation to approach any existing Lenders to provide any Incremental Term Commit-3711 ment or Incremental Revolving Increase) or by any other bank or other financial institution (any such oth-3712 er bank or other financial institution being called an “Additional Lender”) (each such existing Lender or 3713 Additional Lender providing such, an “Incremental Revolving Credit Lender” or “Incremental Term 3714 Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative 3715 Agent, each Swingline Lender and each L/C Issuer shall have consented (not to be unreasonably with-3716 held, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term 3717 Loans or providing such Incremental Revolving Increases to the extent such consent, if any, would be 3718 required under Section 11.2 for an assignment of Loans or Revolving Credit Commitments, as applicable, 3719 to such Lender or Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliate 3720 Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in 3721 Sections 11.2(c) and (h) as they would otherwise be subject to with respect to any purchase by or assign-3722 ment to such Affiliate Lender of Initial Term Loans and (iii) Affiliate Lenders may not provide Incremen-3723 tal Revolving Increases. 3724 (d) Effectiveness of Incremental Amendment. The effectiveness of any Incremental 3725 Amendment, and the Incremental Facilities thereunder, shall be subject to the satisfaction on the date of 3726 such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following condi-3727 tions: 3728 (i) each Incremental Term Commitment shall be in an aggregate principal amount 3729 that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such 3730 amount may be less than $10,000,000 if such amount represents all remaining availability under 3731 the limit set forth in Section 2.19(d)(ii)) and each Incremental Revolving Increase shall be in an 3732 aggregate principal amount that is not less than $10,000,000 and shall be in an increment of 3733

 
-82- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents 3734 all remaining availability under the limit set forth in Section 2.19(d)(ii)); 3735 (ii) the aggregate amount of the Incremental Facilities shall not exceed (A) an 3736 amount equal to $100,000,000 (the “Fixed Dollar Incremental Amount”) less the aggregate prin-3737 cipal amount of all Incremental Equivalent Debt incurred or issued in reliance on the Fixed Dollar 3738 Incremental Amount, plus (B) an unlimited amount of Incremental Term Loans and/or Incremen-3739 tal Revolving Increase so long as the First Lien Net Leverage Ratio on a Pro Forma Basis after 3740 giving effect to the incurrence of any such Incremental Facility (and after giving effect to any 3741 Permitted Acquisition consummated concurrently therewith and all other appropriate pro forma 3742 adjustment events and calculated (1) as if any Incremental Revolving Increase were fully drawn 3743 on the effective date thereof and (2) excluding any cash constituting proceeds of any Incremental 3744 Facility) does not exceed 4.00 to 1.00; provided that any Indebtedness incurred pursuant to this 3745 clause (B) shall be treated as if secured on a first lien basis for purposes of calculating such First 3746 Lien Net Leverage Ratio regardless of whether such Indebtedness is secured on a first lien basis 3747 (the “Incremental Ratio Amount”), plus (C) an amount equal to all voluntary prepayments of 3748 Term Loans and, to the extent accompanied by a permanent and concurrent commitment reduc-3749 tion under the Revolving Credit Facility in the amount of such prepayment, prepayments of Re-3750 volving Loans, in each case, to the extent not funded with long term Indebtedness (the amounts 3751 described in clauses (A), (B) and (C) above, the “Incremental Cap”); 3752 (iii) (x) no Event of Default shall exist after giving effect to such Incremental Facili-3753 ties, as applicable, and the use of proceeds thereunder; provided that in connection with a Limited 3754 Condition Acquisition, if agreed to by the Lenders providing such Incremental Facilities, the re-3755 quirements in this clause (iii)(x) shall be subject to customary “Sungard” or “Funds Certain Pro-3756 visions” and (y) if such Incremental Facility is established in reliance on the Incremental Ratio 3757 Amount, the Total Leverage Ratio on a Pro Forma Basis (calculated (1) as if any Incremental Re-3758 volving Increase were fully drawn on the effective date thereof and (2) excluding any cash consti-3759 tuting proceeds of any Incremental Facility) does not exceed 6.00:1.00; 3760 (iv) after giving effect to such Incremental Term Commitment or Incremental Re-3761 volving Increase, the conditions of Section 3.2(b)(i) shall be satisfied; provided that if the pro-3762 ceeds of such Incremental Term Commitment or Incremental Revolving Increase are being used 3763 to finance a Permitted Acquisition, this Section 2.19(d)(iv) shall only apply if required by the 3764 Lenders providing such Incremental Facility; and 3765 (v) the Incremental Facilities will not be guaranteed by any Subsidiaries of the Bor-3766 rower that do not guarantee the Initial Term Loans and Revolving Credit Facility and will be se-3767 cured on a pari passu basis by the same Collateral securing the Initial Term Loans and Revolving 3768 Credit Facility (or, in the case of Incremental Term Facilities only, a junior basis; provided that 3769 such tranche of Incremental Term Facilities shall be subject to the terms of a customary second 3770 lien intercreditor agreement reasonably satisfactory to the Administrative Agent). 3771 (e) Required Terms. The terms, provisions and documentation of the Incremental 3772 Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental 3773 Revolving Increase, as the case may be, of any Class, except as otherwise set forth herein, shall be as 3774 agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Facili-3775 ties, as applicable. In any event: 3776 (i) the Incremental Term Loans (except as otherwise specified below in this 3777 clause (i)): 3778

 
-83- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (A) shall not mature earlier than the Maturity Date of the Initial Term Loans 3779 outstanding at the time of incurrence of such Incremental Term Loans; 3780 (B) shall have a Weighted Average Life to Maturity not shorter than the re-3781 maining Weighted Average Life to Maturity of the Initial Term Loans; 3782 (C) shall have an Applicable Margin, and subject to clauses (e)(i)(A) and 3783 (e)(i)(B) above and clause (e)(iii) below, amortization determined by the Borrower and 3784 the applicable Incremental Term Lenders; 3785 (D) the Incremental Term Loans may participate on a pro rata basis or less 3786 than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory 3787 prepayments of Initial Term Loans hereunder, as specified in the applicable Incremental 3788 Amendment or other definitive documentation; and 3789 (E) any Incremental Term Facility that effects an increase in the size of the 3790 Initial Term Loans shall be on the same terms and pursuant to the same documentation 3791 applicable to the Initial Term Loans (excluding, subject to Section 2.19(e)(iii), upfront 3792 fees and customary arranger fees) and any other Incremental Term Facility shall be on 3793 terms and pursuant to documentation to be determined; provided that, to the extent such 3794 terms and documentation are not consistent with the Initial Term Loans (except to the ex-3795 tent permitted by Section 2.19(e)(iii)), the covenants, events of default and guarantees of 3796 any such Incremental Term Facility shall not be materially more restrictive to the Bor-3797 rower, when taken as a whole, than the terms of the Initial Term Loans, unless (1) Lend-3798 ers under any then-existing Term Loans also receive the benefit of such more restrictive 3799 terms (it being understood to the extent that any covenant is added for the benefit of any 3800 Incremental Term Facility, no consent shall be required from the Administrative Agent or 3801 any Lender to the extent that such covenant is also added for the benefit of any corre-3802 sponding existing Term Loans), (2) any such provisions apply solely after the Latest Ma-3803 turity Date of any then-outstanding Term Loans or (3) such terms shall be reasonably sat-3804 isfactory to the Administrative Agent and the Borrower; 3805 (ii) any Incremental Revolving Increase and Incremental Revolving Loans shall be 3806 identical to, and pursuant to the same documentation applicable to the Revolving Credit Com-3807 mitments and the Revolving Loans; and 3808 (iii) the amortization schedule applicable to any Incremental Loans and the All-In 3809 Yield applicable to the Incremental Term Loans of each Class shall be determined by the Bor-3810 rower and the applicable Incremental Lenders and shall be set forth in each applicable Incremen-3811 tal Amendment and in the definitive documentation governing such Indebtedness; provided, how-3812 ever, that with respect to any Incremental Term Loans made under Incremental Term Commit-3813 ments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the 3814 applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the 3815 date of such calculation with respect to Initial Term Loans, plus 0.50% per annum unless the in-3816 terest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) 3817 with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield 3818 under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the 3819 Incremental Term Loans minus 0.50%; provided if such Incremental Term Loan includes a Euro-3820 currency floor greater than 1.00% per annum or a Base Rate floor greater than 2.00% per annum, 3821 such differential between the Eurocurrency or Base Rate floors shall be equated to the applicable 3822 All-In Yield for purposes of determining whether an increase to the interest rate margin under the 3823

 
-84- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Initial Terms Loans shall be required, but only to the extent an increase in the Eurocurrency or 3824 Base Rate floor in the Initial Term Loans would cause an increase in the interest rate then in ef-3825 fect thereunder, and in such case, the Eurocurrency or Base Rate floor (but not the interest rate 3826 margin) applicable to the Initial Term Loans shall be increased to the extent of such differential 3827 between the Eurocurrency or Base Rate floors. 3828 (f) Incremental Amendment. Commitments in respect of Incremental Term Loans 3829 and Incremental Revolving Increase shall become Commitments (or in the case of an Incremental Revolv-3830 ing Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applica-3831 ble Revolving Credit Commitment), under this Agreement pursuant to an amendment (an “Incremental 3832 Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Bor-3833 rower, each Incremental Lender providing such Commitments and the Administrative Agent. The Incre-3834 mental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such 3835 amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the 3836 reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Sec-3837 tion 2.19. The Borrower will use the proceeds of the Incremental Term Loans and Incremental Revolving 3838 Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any 3839 Incremental Term Loans or Incremental Revolving Increase unless it so agrees. To the extent reasonably 3840 requested by the Administrative Agent, the Administrative Agent shall have received customary legal 3841 opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those 3842 delivered on the Closing Date under Section 3.1 (other than changes to such legal opinions resulting from 3843 a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the 3844 Administrative Agent). The Incremental Term Loans made pursuant to any Incremental Term Facility 3845 shall be added to (and form part of) each Borrowing of outstanding Term Loans under the respective 3846 Class so incurred on a pro rata basis (based on the principal amount of each Borrowing) so that each 3847 Lender under such Class will participate proportionately in each then outstanding Borrowing of Term 3848 Loans under such Class. 3849 (g) Reallocation of Revolving Credit Exposure. Upon any Incremental Facility 3850 Closing Date for an Incremental Revolving Increase pursuant to this Section 2.19, (a) if, on such date, 3851 there are any Revolving Loans under any Revolving Credit Facility, each of the Revolving Credit Lenders 3852 shall assign to each of the Incremental Revolving Credit Lenders, and each of the Incremental Revolving 3853 Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof, 3854 such interests in the Incremental Revolving Loans outstanding on such Incremental Facility Closing Date 3855 as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolv-3856 ing Loans will be held by existing Revolving Credit Lenders and Incremental Revolving Credit Lenders 3857 ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such 3858 Incremental Revolving Increase to the Revolving Credit Commitments and (b) there shall be an automatic 3859 adjustment to the participations hereunder in Letters of Credit and Swingline Loans held by each Lender 3860 under the Revolving Credit Facilities so that each such Lender shares ratably in such participations in ac-3861 cordance with their revolving credit commitments under all Revolving Credit Facilities (after giving ef-3862 fect to the establishment of such Incremental Revolving Increase). The Administrative Agent and the 3863 Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment require-3864 ments contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the 3865 immediately preceding sentence. 3866 (h) This Section 2.19 shall supersede any provisions in Section 11.1 or 11.9 to the 3867 contrary. 3868

 
-85- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Section 2.20 Refinancing Amendments. 3869 (a) On one or more occasions after the Closing Date, the Borrower may obtain, from 3870 any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect 3871 of all or any portion of the Term Loans and the Revolving Loans (or unused Revolving Credit Commit-3872 ments) then outstanding under this Agreement (which for purposes of this Section 2.20(a) will be deemed 3873 to include any then outstanding Refinancing Term Loans or Incremental Term Loans), in the form of Re-3874 financing Term Loans, Refinancing Term Commitments, Refinancing Revolving Credit Commitments or 3875 Refinancing Revolving Loans pursuant to a Refinancing Amendment; provided that notwithstanding any-3876 thing to the contrary in this Section 2.20(a) or otherwise, (1) the borrowing and repayment (except for 3877 (A) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and 3878 related outstandings), (B) repayments required upon the maturity date of the Refinancing Revolving Cred-3879 it Commitments and (C) repayment made in connection with a permanent repayment and termination of 3880 commitments (subject to clause (3) below)) of Loans with respect to Refinancing Revolving Credit 3881 Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be made 3882 on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of Sec-3883 tions 2.3(e) and 2.4(h) to the extent dealing with Swingline Loans and Letters of Credit which mature or 3884 expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer ma-3885 turity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lend-3886 ers with Commitments in accordance with their percentage of the Revolving Credit Commitments (and 3887 except as provided in Sections 2.3(e) and 2.4(h), without giving effect to changes thereto on an earlier 3888 maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the 3889 permanent repayment of Revolving Loans with respect to, and termination of, Refinancing Revolving 3890 Credit Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be 3891 made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be 3892 permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata 3893 basis as compared to any other Class with a later maturity date than such Class and (4) assignments and 3894 participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be 3895 governed by the same assignment and participation provisions applicable to Revolving Credit Commit-3896 ments and Revolving Loans. 3897 (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfac-3898 tion (or waiver in accordance with the terms of such Refinancing Amendment) on the date thereof of each 3899 of the conditions set forth in Section 3.2 and, to the extent reasonably requested by the Administrative 3900 Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and offic-3901 ers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opin-3902 ion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably sat-3903 isfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the 3904 Guaranty and Security Agreement and each other document granting a security interest in the Collateral 3905 as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agree-3906 ment Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. 3907 (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 3908 2.20(a) shall be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral 3909 multiple of $1,000,000 in excess thereof. 3910 (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan 3911 Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other 3912 Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit 3913 Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this 3914 Agreement and the other Loan Documents consistent with the provisions and intent of Section 11.1(a)(1) 3915

 
-86- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 or the third paragraph of Section 11.1(a) (without the consent of the Required Lenders called for therein) 3916 and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be neces-3917 sary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the 3918 provisions of this Section 2.20, and the Required Lenders hereby expressly authorize the Administrative 3919 Agent to enter into any such Refinancing Amendment. 3920 (e) This Section 2.20 shall supersede any provisions in Section 11.1 or 11.9 to the 3921 contrary. 3922 Section 2.21 Extension of Term Loans; Extension of Revolving Loans. 3923 (a) Extension of Term Loans. The Borrower may at any time and from time to time 3924 request that all or a portion of the Term Loans of a given Class (each, an “Existing Term Loan Tranche”) 3925 be amended to extend the scheduled maturity date(s) with respect to all or a portion of any principal 3926 amount of such Term Loans (any such Term Loans which have been so amended, “Extended Term 3927 Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Ex-3928 tended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a 3929 copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, a 3930 “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be es-3931 tablished, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche 3932 (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under 3933 such Existing Term Loan Tranche and (y) (except as to interest rates, fees, amortization, final maturity 3934 date, “AHYDO” payments, optional prepayments and redemptions, mandatory repayments, premium, 3935 required prepayment dates and participation in prepayments, which shall be determined by the Borrower 3936 and the Extending Term Lenders and set forth in the relevant Term Loan Extension Request), be substan-3937 tially identical to, or (taken as a whole) no more favorable to the Extending Term Lenders than those ap-3938 plicable to the Existing Term Loan Tranche subject to such Term Loan Extension Request (except for 3939 covenants or other provisions applicable only to periods after the Latest Maturity Date then in effect) (as 3940 reasonably determined by the Borrower), except that: (i) all or any of the scheduled amortization pay-3941 ments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amorti-3942 zation payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent pro-3943 vided in the applicable Extension Amendment; (ii) the All-In Yield, pricing, optional prepayment and 3944 redemptions, mandatory repayments and “AHYDO” payments with respect to the Extended Term Loans 3945 (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be 3946 different than the All-In Yield, pricing, optional prepayments and redemptions, mandatory repayments 3947 and “AHYDO” payments for the Term Loans of such Existing Term Loan Tranche, in each case, to the 3948 extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for 3949 other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on 3950 the effective date of the Extension Amendment (immediately prior to the establishment of such Extended 3951 Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower 3952 and the Lenders thereof; provided that no Extended Term Loans may be optionally or mandatorily pre-3953 paid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans 3954 under the Existing Term Loan Tranche from which they were amended) are repaid in full, unless such 3955 optional or mandatory prepayment is accompanied by a pro rata optional or mandatory prepayment of 3956 such other Term Loans; provided, further, that (A) no Event of Default shall have occurred and be contin-3957 uing at the time a Term Loan Extension Request is delivered to Lenders, (B) in no event shall the final 3958 maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of estab-3959 lishment thereof be earlier than the then Latest Maturity Date of any then-existing Term Loans hereunder, 3960 (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Term Loan Extension 3961 Series at the time of establishment thereof shall be no shorter (other than by virtue of amortization or pre-3962 payment of such Indebtedness prior to the time of incurrence of such Extended Term Loans) than the re-3963

 
-87- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 maining Weighted Average Life to Maturity of the applicable Existing Term Loan Tranche, (D) all doc-3964 umentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any 3965 Extended Term Loans may participate on a pro rata basis or less than a pro rata basis (but not greater than 3966 a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as 3967 specified in the respective Term Loan Extension Request. Any Extended Term Loans amended pursuant 3968 to any Term Loan Extension Request shall be designated a series (each, a “Term Loan Extension Series”) 3969 of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans 3970 amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension 3971 Amendment, be designated as an increase in any previously established Term Loan Extension Series with 3972 respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto 3973 shall be proportionally increased). Each Term Loan Extension Series of Extended Term Loans incurred 3974 under this Section 2.21 shall be in an aggregate principal amount that is not less than $10,000,000 (or, if 3975 less, the entire principal amount of the Indebtedness being extended pursuant to this Section 2.21(a)). 3976 (b) Extension of Revolving Credit Commitments. The Borrower may, on behalf of 3977 the Borrower, at any time and from time to time request that all or a portion of the Revolving Credit 3978 Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the Maturi-3979 ty Date with respect to all or a portion of any principal amount of such Revolving Credit Commitments 3980 (any such Revolving Credit Commitments which have been so amended, “Extended Revolving Credit 3981 Commitments”) and to provide for other terms consistent with this Section 2.21. In order to establish any 3982 Extended Revolving Credit Commitments, the Borrower shall provide a notice to the Administrative 3983 Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Re-3984 volver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended 3985 Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender 3986 under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and 3987 offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, 3988 fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other 3989 covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Cred-3990 it Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Credit 3991 Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a 3992 Revolving Credit Commitment (or related outstandings, as the case may be) with such other terms sub-3993 stantially identical to, or taken as a whole, no more favorable to the Extending Revolving Credit Lender, 3994 as the original Revolving Credit Commitments (and related outstandings) except that: (i) the Maturity 3995 Date of the Extended Revolving Credit Commitments may be delayed to a later date than the Maturity 3996 Date of the Revolving Credit Commitments of such Existing Revolver Tranche, to the extent provided in 3997 the applicable Extension Amendment; (ii) the All-In Yield, pricing, optional prepayment or redemption 3998 terms, with respect to extensions of credit under the Extended Revolving Credit Commitments (whether 3999 in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different 4000 than the All-In Yield, pricing, optional redemption or prepayment terms for extensions of credit under the 4001 Revolving Credit Commitments of such Existing Revolver Tranche, in each case, to the extent provided 4002 in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants 4003 (as determined by the Borrower and Lenders extending) and terms that apply solely to any period after the 4004 Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately pri-4005 or to the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under 4006 the applicable Revolving Credit Commitments (i.e., the Existing Revolver Tranche and the Extended Re-4007 volving Credit Commitments of the applicable Revolver Extension Series) and repayments and commit-4008 ment reductions thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees 4009 at different rates on Extended Revolving Credit Commitments (and related outstandings), (II) repayments 4010 required upon the Maturity Date of the non-extending Revolving Credit Commitments and 4011 (III) repayments made in connection with a permanent repayment and termination of non-extended Re-4012 volving Credit Commitments); provided, further, that (A) no Event of Default shall have occurred and be 4013

 
-88- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the fi-4014 nal maturity date of any Extended Revolving Credit Commitments of a given Revolver Extension Series 4015 at the time of establishment thereof be earlier than the Maturity Date of the applicable Existing Revolver 4016 Tranche, (C) any such Extended Revolving Credit Commitments (and the Liens securing the same) shall 4017 be permitted by the terms of any intercreditor agreement that is then in effect and (D) all documentation 4018 in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolv-4019 ing Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a se-4020 ries (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes 4021 of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Exist-4022 ing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated 4023 as an increase in any previously established Revolver Extension Series with respect to such Existing Re-4024 volver Tranche. Each Revolver Extension Series of Extended Revolving Credit Commitments incurred 4025 under this Section 2.21 shall be in an aggregate principal amount that is not less than $10,000,000 (or, if 4026 less, the entire principal amount of the Indebtedness being extended pursuant to this Section 2.21(b)). 4027 (c) Extension Request. The Borrower shall provide the applicable Extension Re-4028 quest at least five Business Days prior to the date on which Lenders under the Existing Term Loan 4029 Tranche or Existing Revolver Tranche, as applicable, are requested to respond (or such shorter period as 4030 agreed by the Administrative Agent), and shall agree to such procedures, if any, as may be established by, 4031 or acceptable to, the Administrative Agent and the Borrower, in each case acting reasonably to accom-4032 plish the purposes of this Section 2.21. No Lender shall have any obligation to agree to have any of its 4033 Term Loans of any Existing Term Loan Tranche amended into Extended Term Loans or any of its Re-4034 volving Credit Commitments amended into Extended Revolving Credit Commitments, as applicable, pur-4035 suant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche 4036 (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing 4037 Term Loan Tranche subject to such Extension Request amended into Extended Term Loans and any Re-4038 volving Credit Lender (each, an “Extending Revolving Credit Lender”) wishing to have all or a portion of 4039 its Revolving Credit Commitments under the Existing Revolver Tranche subject to such Extension Re-4040 quest amended into Extended Revolving Credit Commitments, as applicable, shall notify the Administra-4041 tive Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of 4042 the amount of its Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments 4043 under the Existing Revolver Tranche, as applicable, which it has elected to request be amended into Ex-4044 tended Term Loans or Extended Revolving Credit Commitments, as applicable (subject to any minimum 4045 denomination requirements imposed by the Administrative Agent). In the event that the aggregate princi-4046 pal amount of Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments un-4047 der the Existing Revolver Tranche, as applicable, in respect of which applicable Term Lenders or Revolv-4048 ing Credit Lenders, as the case may be, shall have accepted the relevant Extension Request exceeds the 4049 amount of Extended Term Loans or Extended Revolving Credit Commitments, as applicable, requested to 4050 be extended pursuant to the Extension Request, Term Loans or Revolving Credit Commitments, as appli-4051 cable, subject to Extension Elections shall be amended to Extended Term Loans or Revolving Credit 4052 Commitments, as applicable, on a pro rata basis (subject to rounding by the Administrative Agent, which 4053 shall be conclusive) based on the aggregate principal amount of Term Loans or Revolving Credit Com-4054 mitments, as applicable, included in each such Extension Election. 4055 (d) Extension Amendment. Extended Term Loans and Extended Revolving Credit 4056 Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this 4057 Agreement among the Borrower, the Administrative Agent and each Extending Term Lender or Extend-4058 ing Revolving Credit Lender, as applicable, providing an Extended Term Loan or Extended Revolving 4059 Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in 4060 Section 2.21(a) or 2.21(b) above, respectively (but which shall not require the consent of any other Lend-4061 er). The effectiveness of any Extension Amendment shall be subject to the satisfaction (or waiver in ac-4062

 
-89- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 cordance with such Extension Amendment) on the date thereof of each of the conditions set forth in Sec-4063 tion 3.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administra-4064 tive Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered 4065 on the Closing Date other than changes to such legal opinion resulting from a change in law, change in 4066 fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) 4067 reaffirmation agreements and/or such amendments to the Guaranty and Security Agreement and each oth-4068 er document granting a security interest in the Collateral as may be reasonably requested by the Adminis-4069 trative Agent in order to ensure that the Extended Term Loans or Extended Revolving Credit Commit-4070 ments, as applicable, are provided with the benefit of the applicable Loan Documents. The Administra-4071 tive Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each 4072 of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended 4073 pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to 4074 the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Re-4075 volving Credit Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repay-4076 ments set forth in Section 2.6 with respect to any Existing Term Loan Tranche subject to an Extension 4077 Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to 4078 the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Exten-4079 sion (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans re-4080 quired pursuant to Section 2.6), (iii) modify the prepayments set forth in Sections 2.7 and 2.8 to reflect 4081 the existence of the Extended Term Loans and the application of prepayments with respect thereto, 4082 (iv) make such other changes to this Agreement and the other Loan Documents consistent with the provi-4083 sions and intent of Section 11.1(a)(1) or the third paragraph of Section 11.1(a) (without the consent of the 4084 Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the oth-4085 er Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative 4086 Agent and the Borrower, to effect the provisions of this Section 2.21, and the Required Lenders hereby 4087 expressly authorize the Administrative Agent to enter into any such Extension Amendment. 4088 (e) No Prepayment. No conversion or extension of Loans or Commitments pursuant 4089 to any Extension Amendment in accordance with this Section 2.21 shall constitute a voluntary or manda-4090 tory prepayment or repayment for purposes of this Agreement. This Section 2.21 shall supersede any 4091 provisions in Section 11.1 or 11.19 to the contrary. 4092 ARTICLE 3 4093 4094 CONDITIONS TO LOANS AND LETTERS OF CREDIT 4095 Section 3.1 Conditions Precedent to Effectiveness of the Credit Agreement on the Closing 4096 Date. The effectiveness of this Agreement on the Closing Date is subject to the satisfaction or due waiver 4097 of each of the following conditions precedent on or before April 1, 2015: 4098 (a) Certain Documents. The Administrative Agent shall have received on or prior to 4099 the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by 4100 the Administrative Agent, in form and substance reasonably satisfactory to the Administrative 4101 Agent and each Lender: 4102 (i) this Agreement duly executed by the Borrower and, for the account of 4103 each Lender having requested the same by notice to the Administrative Agent and the 4104 Borrower received by each at least 3 Business Days prior to the Closing Date (or such 4105 later date as may be agreed by the Borrower), Notes in each applicable Facility conform-4106 ing to the requirements set forth in Section 2.14(e); 4107

 
-90- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (ii) the Guaranty and Security Agreement, duly executed by the Borrower 4108 and each Guarantor, together with (A) copies of recent UCC, Intellectual Property and 4109 other appropriate search reports and of all effective prior filings listed therein, together 4110 with evidence of the termination of such prior filings other than Permitted Liens and oth-4111 er documents with respect to the priority of the security interest of the Administrative 4112 Agent in the Collateral (other than filings relating to Permitted Liens), in each case as 4113 may be reasonably requested by the Administrative Agent, (B) all documents represent-4114 ing all certificated Securities being pledged pursuant to such Guaranty and Security 4115 Agreement and related undated powers or endorsements duly executed in blank and (C) a 4116 duly executed counterpart of the Perfection Certificate; 4117 (iii) a customary written opinion of Kirkland & Ellis LLP, counsel to the Bor-4118 rower and each other Loan Party, addressed to the Administrative Agent, the L/C Issuers 4119 and the Lenders, and addressing such matters as the Administrative Agent may reasona-4120 bly request; 4121 (iv) a duly executed favorable opinion letter of FCC counsel to the Loan Par-4122 ties, addressed to the Administrative Agent, the L/C Issuers and the Lenders and address-4123 ing such matters as the Administrative Agent may reasonably request; 4124 (v) a copy of each Constituent Document of each Loan Party that is on file 4125 with any Governmental Authority in any jurisdiction, certified as of a recent date by such 4126 Governmental Authority, together with, if applicable, certificates attesting to the good 4127 standing of such Loan Party in such jurisdiction; 4128 (vi) a certificate of the secretary or other officer of each Loan Party in charge 4129 of maintaining books and records of such Loan Party certifying as to (A) the names and 4130 signatures of each officer of such Loan Party authorized to execute and deliver any Loan 4131 Document, (B) the Constituent Documents of such Loan Party attached to such certificate 4132 are complete and correct copies of such Constituent Documents as in effect on the date of 4133 such certification (or, for any such Constituent Document delivered pursuant to clause (v) 4134 above, that there have been no changes from such Constituent Document so delivered) 4135 and (C) the resolutions of such Loan Party’s board of directors or other appropriate gov-4136 erning body approving and authorizing the execution, delivery and performance of each 4137 Loan Document to which such Loan Party is a party; 4138 (vii) a certificate of a Responsible Officer of the Borrower to the effect that 4139 (A) each condition set forth in Section 3.2(b) has been satisfied and (B) attached thereto 4140 are complete and correct copies of each Related Document (other than the payoff letter 4141 for the Existing Credit Agreement); and 4142 (viii) insurance certificates in form and substance reasonably satisfactory to 4143 the Administrative Agent demonstrating that the insurance policies required by Sec-4144 tion 7.5 are in full force and effect and have all endorsements required by Section 7.5. 4145 (b) Fee and Expenses. There shall have been paid to the Administrative Agent, for 4146 the account of the Administrative Agent, its Related Persons, any L/C Issuer or any Lender, as the 4147 case may be, all fees and all reimbursements of costs or expenses, in each case due and payable 4148 under any Loan Document on or before the Closing Date. 4149

 
-91- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (c) Consents. Each Group Member shall have received all consents and authoriza-4150 tions required pursuant to any material Contractual Obligation with any other Person and shall 4151 have obtained all Permits of, and effected all notices to and filings with, any Governmental Au-4152 thority including, without limitation, the FCC, in each case, as may be necessary in connection 4153 with the consummation of the transactions contemplated in any Loan Document or Related Doc-4154 ument (including the Related Transactions). 4155 (d) Related Transactions. The Administrative Agent shall be reasonably satisfied 4156 that, (i) subject only the funding of the initial Loans hereunder and the use of proceeds thereof, 4157 (A) all obligations under the Existing Credit Agreement will have been repaid in full, as evi-4158 denced by payoff letter duly executed and delivered by the applicable Loan Parties and the Exist-4159 ing Agent and (B) an amount sufficient for the discharge the principal of the Existing Senior Un-4160 secured Notes, as well as to pay redemption premium and any accrued and unpaid interest rele-4161 vant to the redemption date, shall have been deposited with the trustee for the Existing Senior 4162 Unsecured Notes and (ii) the Senior Notes will be issued concurrently with the funding of the ini-4163 tial Loans hereunder and the use of proceeds thereof in accordance with the Disclosure Docu-4164 ments and the Borrower will receive gross proceeds thereof in an amount not less than 4165 $300,000,000. 4166 (e) [Reserved]. 4167 (f) Evidence of Solvency. A certificate of the Chief Financial Officer of the Bor-4168 rower, attesting that the Borrower and its Subsidiaries, on a consolidated basis, after incurring the 4169 indebtedness contemplated by the Facilities on the Closing Date and the incurrence of the Senior 4170 Notes and the application of proceeds thereof, are Solvent. 4171 (g) No Material Adverse Effect. Since December 31, 2014, there shall not have oc-4172 curred any Material Adverse Effect. 4173 Section 3.2 Conditions Precedent to Each Loan and Letter of Credit and to Effectiveness of 4174 the Credit Agreement. The (x) obligation of each Lender on any date (including the Closing Date) to 4175 make any Loan (other than an Incremental Term Loan which are only subject to the conditions set forth in 4176 Section 2.19) and of each L/C Issuer on any date (including the Closing Date) to Issue any Letter of Cred-4177 it and (y) the effectiveness of the Credit Agreement on the Closing Date to the extent that there are no 4178 extensions of credit under the Credit Agreement on the Closing Date, in each case, is subject to the satis-4179 faction of each of the following conditions precedent: 4180 (a) Request. The Administrative Agent (and, in the case of any Issuance, the rele-4181 vant L/C Issuer) shall have received, to the extent required by Article 2, a written, timely and duly 4182 executed and completed Notice of Borrowing, Swingline Request or, as the case may be, L/C Re-4183 quest; provided that no Notice of Borrowing, Swingline Request or L/C Request shall be required 4184 on the Closing Date to the extent that there are no extensions of credit under the Credit Agree-4185 ment requested for the Closing Date. 4186 (b) Representations and Warranties; No Defaults. The following statements shall be 4187 true on such date, both before and after giving effect to such Loan or, as applicable, such Issu-4188 ance: (i) the representations and warranties set forth in any Loan Document shall be true and cor-4189 rect (A) if such date is the Closing Date, on and as of such date and (B) otherwise, in all material 4190 respects (but in all respects if such representation or warranty is qualified by “material” or “Mate-4191 rial Adverse Effect”) on and as of such date or, to the extent such representations and warranties 4192

 
-92- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 expressly relate to an earlier date, on and as of such earlier date and (ii) no Default or Event of 4193 Default shall be continuing. 4194 The representations and warranties set forth in any Notice of Borrowing, Swingline Request or L/C Re-4195 quest (or any certificate delivered in connection therewith) shall be deemed to be made again on and as of 4196 the date of the relevant Loan or Issuance and the acceptance of the proceeds thereof or of the delivery of 4197 the relevant Letter of Credit. 4198 Section 3.3 Determinations of Initial Borrowing Conditions. For purposes of determining 4199 compliance with the conditions specified in Section 3.1, each Lender shall be deemed to be satisfied with 4200 each document and each other matter required to be satisfactory to such Lender unless, prior to the Clos-4201 ing Date, the Administrative Agent receives notice from such Lender specifying such Lender’s objections 4202 and such Lender has not made available its Pro Rata Share of any Borrowing scheduled to be made on the 4203 Closing Date. 4204 Section 3.4 Post-Closing Covenant. Notwithstanding anything to the contrary contained in 4205 this Agreement, and the other Loan Documents, the parties hereto acknowledge and agree that the Loan 4206 Parties shall take the actions specified in Schedule 3.4 as promptly as reasonably practicable, and in any 4207 event within the periods after the Closing Date specified in said Schedule 3.4. The provisions of said 4208 Schedule 3.4 shall be deemed incorporated by reference herein as fully as if set forth herein in their en-4209 tirety. 4210 ARTICLE 4 4211 4212 REPRESENTATIONS AND WARRANTIES 4213 To induce the Lenders, the L/C Issuers and the Administrative Agent to enter into the 4214 Loan Documents, the Borrower (and, to the extent set forth in any other Loan Document, each other Loan 4215 Party) represents and warrants to each of them each of the following on and as of each date applicable 4216 pursuant to Section 3.2: 4217 Section 4.1 Corporate Existence; Compliance with Law. The Borrower and each Restricted 4218 Subsidiary (a) is duly organized, validly existing and in good standing (or applicable equivalent thereof) 4219 under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign entity 4220 and in good standing (or applicable equivalent thereof) under the laws of each jurisdiction where such 4221 qualification is necessary, except where the failure to be so qualified or in good standing would not, in the 4222 aggregate, have a Material Adverse Effect, (c) has all requisite power and authority and the legal right to 4223 own, pledge, mortgage and operate its property, to lease or sublease any property it operates under lease 4224 or sublease and to conduct its business as now or currently proposed to be conducted except as would not, 4225 individually or in the aggregate, have a Material Adverse Effect, (d) is in compliance with its Constituent 4226 Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be 4227 in compliance would not have a Material Adverse Effect and (f) has all necessary Permits from or by, has 4228 made all necessary filings with, and has given all necessary notices to, each Governmental Authority hav-4229 ing jurisdiction, to the extent required for such ownership, lease, sublease, operation, occupation or con-4230 duct of business, except where the failure to obtain such Permits, make such filings or give such notices 4231 would not, in the aggregate, have a Material Adverse Effect. 4232 Section 4.2 Loan Documents and Related Documents. 4233 (a) Power and Authority. The execution, delivery and performance by each Loan 4234 Party of the Loan Documents to which it is a party and the consummation of the Related Transactions and 4235

 
-93- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 other transactions contemplated therein (i) are within such Loan Party’s corporate or similar powers and, 4236 at the time of execution thereof, have been duly authorized by all necessary corporate and similar action 4237 (including, if applicable, consent of holders of its Securities), (ii) do not (A) contravene such Loan Party’s 4238 Constituent Documents, (B) violate any applicable Requirement of Law, (C) conflict with, contravene, 4239 constitute a default or breach under, or result in or permit the termination or acceleration of, any material 4240 Contractual Obligation of any Loan Party or any of its Subsidiaries (including other Loan Documents) 4241 other than those that would not, in the aggregate, have a Material Adverse Effect or (D) result in the im-4242 position of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of its Sub-4243 sidiaries and (iii) do not require any Permit of, or filing with, any Governmental Authority or any consent 4244 of, or notice to, any Person, other than (A) with respect to the Loan Documents, the filings required to 4245 perfect the Liens created by the Loan Documents and (B) those listed on Schedule 4.2 and that have been, 4246 or will be prior to the Closing Date, obtained or made, copies of which have been, or will be prior to the 4247 Closing Date, delivered to the Administrative Agent, and each of which on the Closing Date will be in 4248 full force and effect. 4249 (b) Due Execution and Delivery. From and after its delivery to the Administrative 4250 Agent and, each Loan Document has been duly executed and delivered to the other parties thereto by each 4251 Loan Party party thereto, is the legal, valid and binding obligation of such Loan Party and is enforceable 4252 against such Loan Party in accordance with its terms except as may be limited by bankruptcy, insolvency, 4253 reorganization moratorium or similar laws limiting creditors’ rights generally and subject to general prin-4254 ciples of equity, regardless of whether considered in a proceeding in equity or at law. 4255 Section 4.3 Ownership of Group Members. Set forth on Schedule 4.3 is a complete and ac-4256 curate list showing, as of the Closing Date, for each Group Member and each Subsidiary of any Group 4257 Member and each joint venture of any of them, its jurisdiction of organization, the number of shares of 4258 each class of Stock authorized (if applicable) on the Closing Date, the number outstanding on the Closing 4259 Date and, other than for the Borrower, the number and percentage of the outstanding shares of each such 4260 class owned (directly or indirectly) by the Borrower. All outstanding Stock of each of them has been val-4261 idly issued, is fully paid and non-assessable (to the extent applicable) and, except in the case of the Bor-4262 rower, is owned beneficially and of record by a Group Member, free and clear of all Liens other than 4263 Permitted Liens. 4264 Section 4.4 Financial Statements. 4265 (a) Each of the audited Consolidated balance sheet of the Borrower as at December 4266 31, 2014, and the related Consolidated statements of income, retained earnings and cash flows of the Bor-4267 rower for the Fiscal Year then ended, certified by McGladrey LLP, copies of which have been furnished 4268 to the Administrative Agent, fairly present in all material respects the Consolidated financial position, 4269 results of operations and cash flow of the Borrower as at the dates indicated and for the periods indicated 4270 in accordance with GAAP. 4271 (b) The Initial Projections have been prepared by the Borrower in light of the past 4272 operations of the Business and reflect projections for the five year period beginning on January 1, 2015 on 4273 a quarterly basis for the first year and on a year-by-year basis thereafter. As of the Closing Date, the Ini-4274 tial Projections are based upon estimates and assumptions stated therein, all of which the Borrower be-4275 lieves to be reasonable and fair in light of conditions and facts known to the Borrower as of the Closing 4276 Date and reflect the good faith, reasonable and fair estimates by the Borrower of the future Consolidated 4277 financial performance of the Borrower and the other information projected therein for the periods set forth 4278 therein; it being understood, however, that the Initial Projections are as to future events and are not to be 4279 viewed as facts, that the Initial Projections are subject to significant uncertainties and contingencies, many 4280 of which are beyond the Borrower’s control, that no assurance can be given that any particular Initial Pro-4281

 
-94- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 jections will be realized and that actual results during the period or periods covered by any such Initial 4282 Projections may differ significantly from the projected results and such differences may be material. 4283 Section 4.5 Material Adverse Effect. Since the Closing Date, there have been no events, cir-4284 cumstances, developments or other changes in facts that would, in the aggregate, have a Material Adverse 4285 Effect. 4286 Section 4.6 Solvency. Both immediately before and after giving effect to (a) the Loans and 4287 Letters of Credit made or Issued on or prior to the date this representation and warranty is made, (b) the 4288 disbursement of the proceeds of such Loans, (c) the consummation of the Related Transactions and (d) 4289 the payment and accrual of all transaction costs in connection with the foregoing, the Loan Parties, on a 4290 consolidated basis, are Solvent. 4291 Section 4.7 Litigation. Except as set forth in Schedule 4.7 there are no pending (or, to the 4292 knowledge of the Borrower or any Restricted Subsidiary, threatened in writing) actions, investigations, 4293 suits, proceedings, audits, claims, demands, orders or disputes affecting the Borrower or any of its Sub-4294 sidiaries with, by or before any Governmental Authority other than those that would not reasonably be 4295 expected to affect the Obligations, the Loan Documents, the Letters of Credit, the Related Transactions 4296 and would not, in the aggregate, have a Material Adverse Effect. 4297 Section 4.8 Taxes. Except as could not, individually or in the aggregate, reasonably be ex-4298 pected to have a Material Adverse Effect, (a) each of the Borrower and the Restricted Subsidiaries has 4299 filed all Tax returns required to be filed by it and has timely paid all Taxes payable by it (whether or not 4300 shown on a Tax return and including in its capacity as withholding agent) that have become due, other 4301 than those being contested in good faith and by proper proceedings if it has maintained adequate reserves 4302 (in the good faith judgment of management of the Borrower, the Borrower or such Restricted Subsidiary, 4303 as applicable) with respect thereto in accordance with GAAP and (b) each of the Borrower and the Re-4304 stricted Subsidiaries has paid, or has provided adequate reserves (in the good faith judgment of manage-4305 ment of the Borrower or such Restricted Subsidiary, as applicable) in accordance with GAAP for the 4306 payment of all Taxes not yet due and payable. There is no current or proposed Tax assessment, deficien-4307 cy or other claim against the Borrower or any Restricted Subsidiary that would reasonably be expected, 4308 individually or in the aggregate, to have a Material Adverse Effect. 4309 Section 4.9 Margin Regulations. The Borrower is not engaged in the business of extending 4310 credit for the purpose of, and no proceeds of any Loan or other extensions of credit hereunder will be used 4311 for the purpose of, buying or carrying margin stock (within the meaning of Regulation U of the Federal 4312 Reserve Board) or extending credit to others for the purpose of purchasing or carrying any such margin 4313 stock, in each case in contravention of Regulation T, U or X of the Federal Reserve Board. 4314 Section 4.10 No Burdensome Obligations; No Defaults. Neither the Borrower nor any Re-4315 stricted Subsidiary is a party to any Contractual Obligation or has Constituent Documents containing ob-4316 ligations, and, to the knowledge of any Group Member, there are no applicable Requirements of Law, in 4317 each case the compliance with which would have, in the aggregate, a Material Adverse Effect. Neither 4318 the Borrower nor any Restricted Subsidiary (and, to the knowledge of Borrower and each Restricted Sub-4319 sidiary, no other party thereto) is in default under or with respect to any Contractual Obligation of any 4320 Group Member, other than those that would not, in the aggregate, have a Material Adverse Effect. 4321 Section 4.11 Investment Company Act. Neither the Borrower nor any Restricted Subsidiary is 4322 an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an 4323 “investment company,” as such terms are defined in the Investment Company Act of 1940. 4324

 
-95- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Section 4.12 Labor Matters. There are no strikes, work stoppages, slowdowns or lockouts ex-4325 isting, pending (or, to the knowledge of the Borrower or any Restricted Subsidiary, threatened) against 4326 any the Borrower or any Restricted Subsidiary, except, for those that would not, in the aggregate, have a 4327 Material Adverse Effect. Except as set forth on Schedule 4.12, as of the Closing Date, (a) there is no col-4328 lective bargaining or similar agreement with any union, labor organization, works council or similar rep-4329 resentative covering any employee of the Borrower or any Restricted Subsidiary, (b) no petition for certi-4330 fication or election of any such representative is existing or pending with respect to any employee of the 4331 Borrower or any Restricted Subsidiary and (c) to the knowledge of the Borrower or any Restricted Sub-4332 sidiary, no such representative has sought certification or recognition with respect to any employee of 4333 Restricted Subsidiary. 4334 Section 4.13 ERISA. Schedule 4.13 sets forth, as of the Closing Date, a complete and correct 4335 list of, and that separately identifies, (a) all Title IV Plans sponsored, maintained or contributed to by Bor-4336 rower or any Restricted Subsidiary and (b) all Multiemployer Plans contributed to by Borrower or any 4337 Restricted Subsidiary. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt 4338 status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those 4339 that would not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance 4340 with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing 4341 or pending (or to the knowledge of any Group Member, threatened) claims (other than routine claims for 4342 benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving 4343 any Benefit Plan to which the Borrower or any Restricted Subsidiary incurs or otherwise has or could 4344 have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur. 4345 Section 4.14 Environmental Matters. Except as set forth on Schedule 4.14, (a) the operations 4346 of the Borrower and each Restricted Subsidiary are and have been in compliance with all applicable Envi-4347 ronmental Laws, including obtaining, maintaining and complying with all Permits required by any appli-4348 cable Environmental Law, other than non-compliances that, in the aggregate, would not have a reasonable 4349 likelihood of resulting in a Material Adverse Effect, (b) neither the Borrower nor any Restricted Subsidi-4350 ary is party to, and neither the Borrower nor any Restricted Subsidiary and no real property currently (or 4351 to the knowledge of the Borrower or any Restricted Subsidiary previously) owned, leased, subleased, op-4352 erated or otherwise occupied by or for Borrower or any Restricted Subsidiary is subject to or the subject 4353 of, any Contractual Obligation or any pending (or, to the knowledge of the Borrower or any Restricted 4354 Subsidiary, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or no-4355 tice of violation or of potential liability or similar notice under or pursuant to any Environmental Law 4356 other than those that, in the aggregate, are not reasonably likely to result in a Material Adverse Effect, (c) 4357 no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities 4358 has attached to any property of the Borrower or any Restricted Subsidiary and, to the knowledge of the 4359 Borrower or any Restricted Subsidiary, no facts, circumstances or conditions exist that could reasonably 4360 be expected to result in any such Lien attaching to any such property, (d) neither the Borrower nor any 4361 Restricted Subsidiary has caused or suffered to occur a Release of Hazardous Materials at, to or from any 4362 real property of the Borrower or any Restricted Subsidiary and each such real property is free of contami-4363 nation by any Hazardous Materials except for such Release or contamination that could not reasonably be 4364 expected to result, in the aggregate, in a Material Adverse Effect, and (e) neither the Borrower nor any 4365 Restricted Subsidiary (i) is or has been engaged in, or has permitted any current or former tenant to en-4366 gage in, operations, or (ii) knows of any facts, circumstances or conditions, including receipt of any in-4367 formation request or notice of potential responsibility under CERCLA or similar Environmental Laws, 4368 that, in the aggregate, would have a reasonable likelihood of resulting in a Material Adverse Effect. 4369 Section 4.15 Intellectual Property. The Borrower and each Restricted Subsidiary owns or li-4370 censes all Intellectual Property that is necessary for the operations of its businesses. To the knowledge of 4371 the Borrower and each Restricted Subsidiary, (a) the conduct and operations of the businesses of Borrow-4372

 
-96- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 er and each Restricted Subsidiary does not infringe, misappropriate, dilute, violate or otherwise impair 4373 any Intellectual Property owned by any other Person and (b) no other Person has contested any right, title 4374 or interest of the Borrower or any Restricted Subsidiary in, or relating to, any Intellectual Property, other 4375 than, in each case, as cannot reasonably be expected to affect the Loan Documents and the transactions 4376 contemplated therein and would not, in the aggregate, have a Material Adverse Effect. In addition, (x) 4377 there are no pending (or, to the knowledge of the Borrower or any Restricted Subsidiary, threatened) ac-4378 tions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting Borrower or 4379 any Restricted Subsidiary with respect to, (y) no judgment or order regarding any such claim has been 4380 rendered by any competent Governmental Authority, no settlement agreement or similar Contractual Ob-4381 ligation has been entered into by the Borrower or any Restricted Subsidiary, with respect to and (z) nei-4382 ther the Borrower nor any Restricted Subsidiary knows or has any reason to know of any valid basis for 4383 any claim based on, any such infringement, misappropriation, dilution, violation or impairment or contest, 4384 other than, in each case, as cannot reasonably be expected to affect the Loan Documents and the transac-4385 tions contemplated therein and would not, in the aggregate, have a Material Adverse Effect. 4386 Section 4.16 Title; Real Property. 4387 (a) The Borrower and each Restricted Subsidiary has good and marketable fee sim-4388 ple title to all owned real property and valid leasehold interests in all leased real property, and owns all 4389 personal property, in each case that is purported to be owned or leased by it, including those reflected on 4390 the most recent Financial Statements delivered by the Borrower, and none of such property is subject to 4391 any Lien except Permitted Liens and such other Liens as the Administrative Agent may reasonably ap-4392 prove. 4393 (b) Set forth on Schedule 4.16(b) is, as of the Closing Date, (i) a complete and accu-4394 rate list of all real property owned in fee simple by Borrower or any Restricted Subsidiary, (ii) any lease, 4395 sublease, license or sublicense of real property owned in fee simple by any Group Member and (iii) for 4396 each such real property that the Administrative Agent has requested be subject to a Mortgage, each Con-4397 tractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to Sell 4398 such real property. 4399 (c) No Loan Party has received any notice of, nor has any knowledge of, the occur-4400 rence or pendency or contemplation of any Property Loss Event affecting all or any portion of its proper-4401 ty. No Mortgage encumbers improved real property that is located in an area that has been identified by 4402 the Secretary of Housing and Urban Development as an area having special flood hazards within the 4403 meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has 4404 been obtained. 4405 Section 4.17 Full Disclosure. The written information prepared or furnished by or on behalf 4406 of the Borrower or any Restricted Subsidiary in connection with any Loan Document or Related Docu-4407 ment (including the information contained in any Financial Statement) is or will be, when furnished, 4408 complete and correct in all material respects (after giving effect to all supplements thereto) and does not 4409 or will not, when furnished, taken as a whole, contain any untrue statement of a material fact or omit to 4410 state a material fact necessary to make the statements contained therein, in light of the circumstances 4411 when made, not misleading. The projections, budgets, estimates and other forward looking information 4412 and information of a general economic or general industry nature that have been made available to the 4413 Administrative Agent or any Lender are excluded from the scope of the preceding sentence. All projec-4414 tions that are part of such information (including those set forth in any projections delivered subsequent to 4415 the Closing Date) are based upon good faith estimates and stated assumptions believed to be reasonable 4416 and fair as of the date made in light of conditions and facts then known and, as of such date, reflect good 4417 faith, reasonable and fair estimates of the information projected for the periods set forth therein (it being 4418

 
-97- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 understood and agreed that the projections are not to be viewed as facts or a guarantee of financial per-4419 formance and actual results may differ from financial projections and such differences may be material). 4420 Section 4.18 Patriot Act and Other Specified Laws. Neither the Borrower nor any Restricted 4421 Subsidiary (and, to the knowledge of each of the Borrower and its Restricted Subsidiaries, no joint ven-4422 ture or subsidiary thereof) is in violation in any material respects of any United States Requirements of 4423 Law relating to terrorism, sanctions or money laundering (the “Anti-Terrorism Laws”), including the 4424 United States Executive Order No. 13224 on Terrorist Financing (the “Anti-Terrorism Order”), the Trad-4425 ing with the Enemy Act, as amended, and each of the foreign assets control regulations of the United 4426 States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legisla-4427 tion or executive order relating thereto, and the Patriot Act. No part of the proceeds of any Loans will be 4428 used, directly or indirectly, for any payments to any government official or employee, political party, of-4429 ficial of a political party, candidate for political office, or anyone else acting in an official capacity, in 4430 order to obtain, retain or direct business or obtain any improper advantage, in violation of the United 4431 States Foreign Corrupt Practices Act of 1977, as amended. None of the Restricted Subsidiaries is named 4432 on the list of Specially Designated Nationals and Blocked Persons maintained by the United States De-4433 partment of Treasury Office of Foreign Assets Control. Neither the Borrower nor any Restricted Subsidi-4434 ary (i) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Sec-4435 tion 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions 4436 With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) 4437 engages in any dealings or transactions prohibited by Section 2 of such Executive Order, or is otherwise 4438 associated with any such Person in any manner that violates such Section 2, or (iii) is a Person on the list 4439 of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under 4440 any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order. 4441 Section 4.19 [Intentionally Omitted]. 4442 Section 4.20 [Intentionally Omitted]. 4443 Section 4.21 Radio Station Licenses and FCC Licenses. As of the Closing Date, Schedule 4444 4.21 lists all Radio Station Licenses and FCC Licenses, and the Loan Party that is the licensee of each 4445 such Radio Station License or FCC License. 4446 Section 4.22 FCC Matters. 4447 (a) Except as set forth on Schedule 4.22, to the best knowledge of the Borrower and 4448 its Restricted Subsidiaries, and after giving effect to any Permitted Acquisition, the operation of the busi-4449 nesses of the Borrower and its Restricted Subsidiaries complies and has complied in all material respects 4450 with the Communications Act of 1934, as amended, and the rules, orders, regulations and other applicable 4451 requirements of the FCC (including without limitation the FCC’s rules, regulations and published policies 4452 relating to the operation of transmitting and studio equipment) (collectively, the “Communications 4453 Laws”). 4454 (b) The Radio Station Licenses are all of the material licenses, Permits, permissions 4455 and other authorizations used or necessary to operate the Radio Stations as currently operated by the Bor-4456 rower and its Restricted Subsidiaries, and, all Radio Station Licenses and FCC Licenses shall be validly 4457 held in the name of the Borrower or one of its Subsidiaries or, in the case of those Radio Station Licenses 4458 or FCC Licenses being acquired in any Permitted Acquisition, an application has been made and is pend-4459 ing with the FCC for the granting of all necessary consents to the assignment of such Radio Station Li-4460 censes or FCC Licenses to the Borrower or certain of its Subsidiaries. To the extent acquired in a Permit-4461 ted Acquisition all acquired Radio Station Licenses and FCC Licenses have been provided to the Admin-4462

 
-98- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 istrative Agent prior to the consummation thereof. The Radio Station Licenses and FCC Licenses that 4463 have been issued are in full force and effect, are valid for the balance of the current license term, are un-4464 impaired by any act or omissions of the Borrower, its Subsidiaries or any of their employees, agents, of-4465 ficers, directors or stockholders or to the best knowledge of Borrower, the current holders of licenses that 4466 are to be acquired in connection with any Permitted Acquisition, and are free and clear of any material 4467 restrictions that might limit the full operation of the Radio Stations or the Business operated by the Bor-4468 rower and its Restricted Subsidiaries, and have been so unimpaired for the full current license term. Ex-4469 cept as set forth on Schedule 4.22, there are no applications, proceedings or complaints pending or, to the 4470 Borrower’s best knowledge, threatened that may have a Material Adverse Effect. The Borrower is not 4471 aware of any reason why those of the Radio Station Licenses or FCC Licenses subject to expiration might 4472 not be renewed in the ordinary course or of any reason why any of the Radio Station Licenses or FCC 4473 Licenses might be revoked. No renewal of any Radio Station License or FCC Licenses would constitute a 4474 major federal action having a significant effect on the human environment under Section 1.1305 or 4475 1.1307(b) of the FCC’s rules. All information contained in any pending applications for modification, 4476 extension or renewal of the Radio Station Licenses, FCC Licenses or other applications filed with the 4477 FCC by Borrower or any of its Subsidiaries is true, complete and accurate in all material respects. All in-4478 formation contained in any application for consent to assignment of licenses, an application for consent to 4479 transfer control of licenses or substantially similar applications filed with the FCC in connection with any 4480 Permitted Acquisition is true, complete and accurate in all material respects. 4481 (c) None of the Loan Parties owns a daily newspaper or conducts any business other 4482 than the ownership, management, or operation of the Business. 4483 ARTICLE 5 4484 4485 FINANCIAL COVENANT 4486 The Borrower (and, to the extent set forth in any other Loan Document, each other Loan 4487 Party) agrees with the Lenders, the L/C Issuers and the Administrative Agent to the following, as long as 4488 any Obligation or any Commitment remains outstanding: 4489 Section 5.1 First Lien Leverage Ratio. Except with the written consent of the Required Re-4490 volving Credit Lenders, the Borrower will not permit the First Lien Leverage Ratio as of the last day of 4491 any Test Period to be greater than 3.75:1.00 (commencing with the Test Period ending September 30, 4492 2015); provided that the provisions of this Section 5.1 shall not be applicable to any such Test Period if, 4493 on the last day of such Test Period, the aggregate principal amount of Revolving Loans, Swingline Loans 4494 and/or Letters of Credit that are issued and/or outstanding (other than Letters of Credit which have been 4495 Cash Collateralized) is equal to or less than 30.0% of the Revolving Credit Commitments. 4496 ARTICLE 6 4497 4498 REPORTING COVENANTS 4499 The Borrower (and, to the extent set forth in any other Loan Document, each other Loan 4500 Party) agrees with the Lenders, the L/C Issuers and the Administrative Agent to each of the following, as 4501 long as any Obligation which is accrued and payable (other than amounts due and payable with respect to 4502 Letters of Credit that have been cash collateralized or for which a backstop letter of credit reasonably sat-4503 isfactory to the applicable L/C Issuer is in place or contingent indemnification obligations for claims not 4504 yet asserted) or any Commitment remains outstanding: 4505

 
-99- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Section 6.1 Financial Statements. The Borrower shall deliver to the Administrative Agent 4506 each of the following: 4507 (a) [Intentionally Omitted]. 4508 (b) Quarterly Reports. As soon as available and in any event within five days after 4509 the date on which such financial statements are required to be filed with the SEC (after giving ef-4510 fect to any permitted extensions) (or, if such financial statements are not required to be filed with 4511 the SEC, within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal 4512 Year), the Consolidated unaudited balance sheet of the Borrower as of the close of such Fiscal 4513 Quarter and related Consolidated statements of income and cash flow for such Fiscal Quarter and 4514 that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, setting forth in com-4515 parative form the figures for the corresponding period in the prior Fiscal Year and the figures 4516 contained in the latest Projections, in each case certified by a Responsible Officer of the Borrower 4517 as fairly presenting in all material respects the Consolidated financial position, results of opera-4518 tions and cash flow of the Borrower as at the dates indicated and for the periods indicated in ac-4519 cordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit ad-4520 justments). 4521 (c) Annual Reports. As soon as available and in any event within five days after the 4522 date on which such financial statements are required to be filed with the SEC (after giving effect 4523 to any permitted extensions) (or, if such financial statements are not required to be filed with the 4524 SEC, within 90 days after the end of each Fiscal Year), the Consolidated balance sheet of the 4525 Borrower as of the end of such year and related Consolidated statements of income, stockholders’ 4526 equity and cash flow for such Fiscal Year, each prepared in accordance with GAAP, together 4527 with a certification by the Restricted Subsidiaries’ Accountants that such Consolidated Financial 4528 Statements fairly present in all material respects the Consolidated financial position, results of 4529 operations and cash flow of the Borrower as at the dates indicated and for the periods indicated 4530 therein in accordance with GAAP without qualification as to the scope of the audit or as to going 4531 concern and without any other similar qualification, other than (i) resulting from an upcoming 4532 maturity of a Facility occurring within one year from the time such opinion is delivered or (ii) re-4533 sulting from any potential inability to satisfy the First Lien Leverage Ratio required pursuant to 4534 Section 5.1 on a future date. 4535 (d) Compliance Certificate. Together with each delivery of any Financial Statement 4536 pursuant to clause (b) or (c) above, a Compliance Certificate duly executed by a Responsible Of-4537 ficer of the Borrower that, among other things, (i) shows in reasonable detail the calculations used 4538 in determining the First Lien Leverage Ratio and, if delivered together with any Financial State-4539 ment delivered pursuant to clause (c) above, the calculations used in determining Excess Cash 4540 Flow (including, for the avoidance of doubt, the calculations used in determining Consolidated 4541 EBITDA), (ii) demonstrates compliance with the financial covenant contained in Article 5 and 4542 (iii) states that no Default or Event of Default is continuing as of the date of delivery of such 4543 Compliance Certificate or, if a Default or Event of Default is continuing, states the nature thereof 4544 and the action that the Borrower proposes to take with respect thereto. 4545 (e) Corporate Chart and Other Collateral Updates. As part of the Compliance Certif-4546 icate delivered pursuant to clause (d) above, each in form and substance reasonably satisfactory to 4547 the Administrative Agent, a certificate by a Responsible Officer of the Borrower that (i) the Cor-4548 porate Chart attached thereto (or the last Corporate Chart delivered pursuant to this clause (e)) is 4549 correct and complete as of the date of such Compliance Certificate, (ii) the Loan Parties have de-4550 livered all documents related to the collateral (including updated schedules as to locations of Col-4551

 
-100- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 lateral and acquisition of Intellectual Property or real property) they are required to deliver pursu-4552 ant to any Loan Document on or prior to the date of delivery of such Compliance Certificate, (iii) 4553 complete and correct copies of all documents modifying any term of any Constituent Document 4554 of Borrower or any Restricted Subsidiary or any Subsidiary or joint venture thereof on or prior to 4555 the date of delivery of such Compliance Certificate have been delivered to the Administrative 4556 Agent or are attached to such certificate and (iv) a list of Subsidiaries that identifies each Subsidi-4557 ary as a Material Subsidiary or an Immaterial Subsidiary as of the date of delivery of such Com-4558 pliance Certificate or a confirmation that there is no change in such information since the later of 4559 the Closing Date or the date of the last such list. Together with each delivery of any Financial 4560 Statement pursuant to clause (c) above, a certificate of a Responsible Officer of the Borrower set-4561 ting forth the information required pursuant to the Perfection Certificate or confirming that there 4562 has been no change in such information since the date of the Perfection Certificate delivered on 4563 the Closing Date or the date of the most recent certificate delivered pursuant to this Section 4564 6.1(e). 4565 (f) Additional Projections. As soon as available and in any event not later than 60 4566 days after the end of each Fiscal Year, (i) the annual business plan of the Restricted Subsidiaries 4567 for the Fiscal Year next succeeding such Fiscal Year and (ii) forecasts prepared by management 4568 of the Borrower for each Fiscal Quarter in such next succeeding Fiscal Year including in such 4569 forecasts a projected year-end Consolidated income statement and statement of cash flows. 4570 (g) Management Discussion and Analysis. Together with each delivery of any 4571 Compliance Certificate pursuant to clause (d) above, a discussion and analysis of the financial 4572 condition and results of operations of the Restricted Subsidiaries for the portion of the Fiscal Year 4573 then elapsed and discussing the reasons for any significant variations from the Projections for 4574 such period and the figures for the corresponding period in the previous Fiscal Year. 4575 (h) Audit Reports, Management Letters, Etc. Together with each delivery of any Fi-4576 nancial Statement for any Fiscal Year pursuant to clause (c) above, copies of each management 4577 letter, audit report or similar letter or report received by Borrower or any Restricted Subsidiary 4578 from any independent registered certified public accountant (including the Group Members’ Ac-4579 countants) in connection with such Financial Statements or any audit thereof, each certified to be 4580 complete and correct copies by a Responsible Officer of the Borrower as part of the Compliance 4581 Certificate delivered in connection with such Financial Statements. 4582 (i) Insurance. Upon the reasonable request of the Administrative Agent or any 4583 Lender, together with each delivery of any Financial Statement for any Fiscal Year pursuant to 4584 clause (c) above, each in form and substance satisfactory to the Administrative Agent and certi-4585 fied as complete and correct by a Responsible Officer of the Borrower as part of the Compliance 4586 Certificate delivered in connection with such Financial Statements, a summary of all material in-4587 surance coverage maintained as of the date thereof by the Borrower or any Restricted Subsidiary, 4588 together with such other related documents and information, including, without limitation, evi-4589 dence of annual renewals of such insurance, as the Administrative Agent may reasonably require. 4590 (j) Supplemental Financial Information. Deliver to the Administrative Agent with 4591 each set of financial statements referred to in Sections 6.1(b) and (c) above, supplemental finan-4592 cial information necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from 4593 such financial statements. 4594 Documents required to be delivered (i) pursuant to Section 6.1(a) through Section 6.1(j) may be 4595 delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which 4596

 
-101- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 such documents are sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf on 4597 IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative 4598 Agent and to which each Lender and the Administrative Agent have access or on which the Borrower has 4599 posted such documents on its own website to which each Lender and the Administrative Agent have ac-4600 cess and notified the Administrative Agent of such posting and (ii) pursuant to Section 6.1(b), (c) and (g) 4601 may be delivered by filing such documents with public availability on the SEC’s Electronic Data Gather-4602 ing and Retrieval System and providing the Administrative Agent and the Lenders with a notice of such 4603 filing. Notwithstanding anything contained herein, at the reasonable written request of the Administrative 4604 Agent, the Borrower shall thereafter promptly be required to provide paper copies of any documents re-4605 quired to be delivered pursuant to Section 6.1. Each Lender shall be solely responsible for timely access-4606 ing posted documents or requesting delivery of paper copies of such documents from the Administrative 4607 Agent and maintaining its copies of such documents. If the delivery of any of the foregoing documents 4608 required under this Section 6.1 shall fall on a day that is not a Business Day, such deliverable shall be due 4609 on the next succeeding Business Day. 4610 The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will 4611 make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf 4612 of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on 4613 IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a 4614 “Public Lender”) may have personnel who do not wish to receive material non-public information with 4615 respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may 4616 be engaged in investment and other market-related activities with respect to such Persons’ securities. The 4617 Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the 4618 Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materi-4619 als shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word 4620 “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUB-4621 LIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C 4622 Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public infor-4623 mation (although it may be sensitive and proprietary) with respect to the Borrower or its Affiliates or any 4624 of their respective securities for purposes of United States federal and state securities laws (provided, 4625 however, that to the extent such Borrower Materials constitute Information, they shall be treated as set 4626 forth in Section 11.20); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available 4627 through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent 4628 and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as be-4629 ing suitable only for posting on a portion of the Platform not designated “Public Side Information.” 4630 The Borrower acknowledges and agrees that all financial statements furnished pursuant to para-4631 graphs (b), (c) and (j) above are hereby deemed to be Borrower Materials suitable for distribution, and to 4632 be made available, to Public Lenders as contemplated by this Section 6.1 and may be treated by the Ad-4633 ministrative Agent and the Lenders as if the same had been marked “PUBLIC” in accordance with such 4634 paragraph (unless the Borrower otherwise notifies the Administrative Agent in writing on or prior to de-4635 livery thereof). 4636 Section 6.2 Other Events. The Borrower shall give the Administrative Agent notice of each 4637 of the following (which may be made by telephone if promptly confirmed in writing via electronic mail or 4638 otherwise) promptly after any Responsible Officer of Borrower or any Restricted Subsidiary knows or has 4639 reason to know of it: (a)(i) any Default and (ii) any event that would have a Material Adverse Effect, 4640 specifying, in each case, the nature and anticipated effect thereof and any action proposed to be taken in 4641 connection therewith, (b) any event (other than any event involving loss or damage to property) reasona-4642 bly expected to result in a mandatory payment of the Obligations pursuant to Section 2.8 (other than Sec-4643 tion 2.8(a) or (e)), stating the material terms and conditions of such transaction and estimating the Net 4644

 
-102- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Cash Proceeds thereof, (c) the commencement of, or any material developments in, any action, investiga-4645 tion, suit, proceeding, audit, claim, demand, order or dispute with, by or before any Governmental Au-4646 thority affecting Borrower or any Restricted Subsidiary or any property of Borrower or any Restricted 4647 Subsidiary that (i) seeks injunctive or similar relief, (ii) in the reasonable judgment of the Borrower, ex-4648 poses Borrower or any Restricted Subsidiary to liability in an aggregate amount in excess of $5,000,000 4649 or (iii) if adversely determined would have a Material Adverse Effect and (d) the acquisition of any real 4650 property with a fair market value in excess of $5,000,000 (as reasonably determined by the Borrower). 4651 Section 6.3 Copies of Notices and Reports. The Borrower shall promptly deliver to the Ad-4652 ministrative Agent copies of each of the following: (a) subject to confidentiality restrictions all material 4653 reports that the Borrower transmits to its debt security holders generally and (b) all documents that Bor-4654 rower or any Restricted Subsidiary files with the SEC, the National Association of Securities Dealers, 4655 Inc., any securities exchange or any Governmental Authority exercising similar functions. 4656 In addition to the above, the Borrower shall furnish to the Agent by Electronic Transmission, as 4657 soon as practicable, and in any event (a) within ten (10) days after the issuance, filing or receipt thereof, 4658 (i) copies of any order or notice of the FCC, any Governmental Authority or a court of competent juris-4659 diction which designates any Radio Station License or FCC License, or any application therefor, for a 4660 hearing or which refuses renewal or extension of, or revokes or suspends the authority of Borrower or any 4661 of its Subsidiaries to operate a broadcast station or the authority of any broadcast station to which the Bor-4662 rower or any Subsidiaries provides services under a local marketing agreement to operate, (ii) any cita-4663 tion, Notice of Violation or Order to Show Cause issued by the FCC or other Governmental Authority or 4664 any material complaint filed by or with the FCC or other Governmental Authority, or a petition to deny 4665 any application, in each case with respect to the Borrower or any of its Subsidiaries, (iii) a copy of any 4666 notice or application by the Borrower of any of its Subsidiaries requesting authority to cease broadcasting 4667 on any broadcast station for any period in excess of five (5) days and (iv) a copy of each Cumulative 4668 Leakage Report filed by the Borrower or any of their Subsidiaries; and (b) within 30 days of its due date 4669 for filing with the FCC, duplicate copies of each FCC form 323 (or any comparable form which may be 4670 substitute therefor by the FCC) filed with the FCC with respect to each broadcast station owned by Bor-4671 rower or any of its Subsidiaries. 4672 Section 6.4 [Reserved]. 4673 Section 6.5 Labor Matters. The Borrower shall give the Administrative Agent notice of each 4674 of the following (which may be made by telephone if promptly confirmed in writing), promptly after, and 4675 in any event within 30 days after any Responsible Officer of Borrower or any Restricted Subsidiary 4676 knows or has reason to know of it: (a) the commencement of any material labor dispute to which Bor-4677 rower or any Restricted Subsidiary is or may become a party, including any strikes, lockouts or other dis-4678 putes relating to any of such Person’s plants and other facilities and (b) the incurrence by Borrower or any 4679 Restricted Subsidiary of any Worker Adjustment and Retraining Notification Act or related or similar 4680 liability incurred with respect to the closing of any plant or other facility of any such Person (other than 4681 those that would not, in the aggregate, have a Material Adverse Effect). 4682 Section 6.6 ERISA Matters. The Borrower shall give the Administrative Agent (a) on or pri-4683 or to any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan sponsored, 4684 maintained or contributed to by Borrower or any Restricted Subsidiary, a copy of such notice and (b) 4685 promptly, and in any event within 10 days, after any Responsible Officer of any ERISA Affiliate knows 4686 or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has 4687 been filed with respect to any Title IV Plan sponsored, maintained or contributed to by Borrower or any 4688 Restricted Subsidiary or of the occurrence of an ERISA Event that would reasonably be expected to have 4689 a Material Adverse Effect, a notice (which may be made by telephone if promptly confirmed in writing) 4690

 
-103- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 describing such waiver request or ERISA Event and any action that any ERISA Affiliate proposes to take 4691 with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto. 4692 Section 6.7 Environmental Matters. 4693 (a) The Borrower shall provide the Administrative Agent notice of each of the fol-4694 lowing (which may be made by telephone if promptly confirmed by the Administrative Agent in writing) 4695 promptly after any Responsible Officer of Borrower or any Restricted Subsidiary knows or has reason to 4696 know of it (and, upon reasonable request of the Administrative Agent, material documents and infor-4697 mation in connection therewith): (i)(A) unpermitted Releases, (B) the receipt by Borrower or any Re-4698 stricted Subsidiary of any notice of violation of or potential liability or similar notice under, or the exist-4699 ence of any condition that would reasonably be expected to result in violations of or liabilities under, any 4700 Environmental Law or (C) the commencement of, or any material change to, any written action, investi-4701 gation, suit, proceeding, audit, claim or demand or dispute alleging a violation of or liability pursuant to 4702 any Environmental Law, that, for each of clauses (A), (B) and (C) above (and, in the case of clause (C), if 4703 adversely determined), in the aggregate for each such clause, would reasonably be expected to result in a 4704 Material Adverse Effect, (ii) the receipt by Borrower or any Restricted Subsidiary of notification that any 4705 property of Borrower or any Restricted Subsidiary is subject to any Lien in favor of any Governmental 4706 Authority securing, in whole or in part, Environmental Liabilities and (iii) any proposed acquisition or 4707 lease of real property (except as part of any Permitted Acquisition) if such acquisition or lease would rea-4708 sonably be expected to result in a Material Adverse Effect. 4709 (b) Upon request of the Administrative Agent, the Borrower shall provide the Ad-4710 ministrative Agent a report containing an update as to the status of any environmental, health or safety 4711 compliance, hazard or liability issue identified in any document delivered to any Secured Party pursuant 4712 to any Loan Document or as to any condition reasonably expected to result in a Material Adverse Effect. 4713 Section 6.8 Other Information. The Borrower shall provide the Administrative Agent with 4714 such other documents and information with respect to the business, property, condition (financial or oth-4715 erwise), legal, financial or corporate or similar affairs or operations of Borrower or any Restricted Subsid-4716 iary as the Administrative Agent or such Lender through the Administrative Agent may from time to time 4717 reasonably request. 4718 ARTICLE 7 4719 4720 AFFIRMATIVE COVENANTS 4721 The Borrower (and, to the extent set forth in any other Loan Document, each other Loan 4722 Party) agrees with the Lenders, the L/C Issuers and the Administrative Agent to each of the following, as 4723 long as any Obligation which is accrued and payable (other than amounts due and payable with respect to 4724 Letters of Credit that have been cash collateralized or for which a backstop letter of credit reasonably sat-4725 isfactory to the applicable L/C Issuer is in place or contingent indemnification obligations for claims not 4726 yet asserted) or any Commitment remains outstanding: 4727 Section 7.1 Maintenance of Corporate Existence. Borrower and each Restricted Subsidiary 4728 shall (a) preserve and maintain its legal existence, except in the consummation of transactions expressly 4729 permitted by Sections 8.4 and 8.7, and (b) preserve and maintain it rights (charter and statutory), privileg-4730 es franchises and Permits necessary or desirable in the conduct of its business, except, in the case of this 4731 clause (b), where the failure to do so would not, in the aggregate, have a Material Adverse Effect. 4732

 
-104- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Section 7.2 Compliance with Laws, Etc. Borrower and each Restricted Subsidiary shall 4733 comply with all applicable Requirements of Law, Contractual Obligations (excluding Contractual Obliga-4734 tions in respect of Indebtedness) and Permits, except for such failures to comply that would not, in the 4735 aggregate, have a Material Adverse Effect. 4736 Section 7.3 Payment of Obligations. Borrower and each Restricted Subsidiary shall pay or 4737 discharge before they become delinquent, as the case may be, (a) all other lawful claims that if unpaid 4738 would, by the operation of applicable Requirements of Law, become a Lien (other than a Permitted Lien) 4739 upon any property of Borrower or any Restricted Subsidiary, except, in each case, (i) for those whose 4740 amount or validity is being contested in good faith by proper proceedings diligently conducted and for 4741 which adequate reserves are maintained on the books of the appropriate Restricted Subsidiary in accord-4742 ance with GAAP or (ii) where the failure to do so would not reasonably be expected to result in exposure 4743 to the Restricted Subsidiaries in excess of $10,000,000 in the aggregate. Borrower will pay and dis-4744 charge, and will cause each of the Restricted Subsidiaries to pay and discharge, all material Taxes im-4745 posed upon it (including in its capacity as a withholding agent) or upon its income or profits, or upon any 4746 properties belonging to it, prior to the date on which material penalties attach thereto, and all lawful mate-4747 rial claims in respect of any Taxes imposed, assessed or levied that, if unpaid, could reasonably be ex-4748 pected to become a material Lien upon any properties of Borrower or any of the Restricted Subsidiaries; 4749 provided that neither Borrower nor any of the Restricted Subsidiaries shall be required to pay any such 4750 Tax that is being contested in good faith and by proper proceedings if it has maintained adequate reserves 4751 (in the good faith judgment of management of the Borrower) with respect thereto in accordance with 4752 GAAP and the failure to pay could not, individually or in the aggregate, reasonably be expected to result 4753 in a Material Adverse Effect. 4754 Section 7.4 Maintenance of Property. Borrower and each Restricted Subsidiary shall main-4755 tain and preserve (a) in good working order and condition all of its property necessary in the conduct of 4756 its business (ordinary wear and tear and casualty and condemnation excepted) and (b) all rights, permits, 4757 licenses, approvals and privileges (including all Permits) necessary, used or useful, whether because of its 4758 ownership, lease, sublease or other operation or occupation of property or other conduct of its business, 4759 and shall make all necessary or appropriate filings with, and give all required notices to, Government Au-4760 thorities, except for such failures to maintain and preserve the items set forth in clauses (a) and (b) above 4761 that would not, in the aggregate, have a Material Adverse Effect. 4762 Section 7.5 Maintenance of Insurance. Borrower and each Restricted Subsidiary shall (a) 4763 maintain or cause to be maintained in full force and effect all policies of insurance of any kind with re-4764 spect to the property and businesses of the Restricted Subsidiaries (it being understood and agreed that the 4765 Restricted Subsidiaries shall be permitted to self-insure for medical and dental benefits) with insurance 4766 companies or associations (in each case that are not Affiliates of the Borrower) that the Borrower believes 4767 (in the good faith judgment of their management) are financially sound and reputable at the time the rele-4768 vant coverage is placed or renewed, of a nature and providing such coverage as is sufficient and as is cus-4769 tomarily carried by businesses of the size and character of the business of the Restricted Subsidiaries and 4770 (b) cause all such casualty or liability insurance to name the Administrative Agent on behalf of the Se-4771 cured Parties as additional insured or loss payee, as appropriate, and use commercially reasonable efforts 4772 to provide that no cancellation, material addition in amount or material change in coverage shall be effec-4773 tive until after 30 days’ notice (or such shorter time period as maybe agreed to by the Administrative 4774 Agent) thereof to the Administrative Agent (which commercially reasonable efforts shall not require a 4775 change in insurance provider or insurance broker or the payment of any fees, expenses or charges); pro-4776 vided that, to the extent any endorsements required by this clause (b) are not delivered on the Closing 4777 Date, such endorsements shall be delivered within 30 days of the Closing Date (or such longer period as 4778 the Administrative Agent shall agree in its sole discretion). Notwithstanding anything to the contrary set 4779 forth herein, Federal Flood Insurance shall not be required for real property (x) not located in a Special 4780

 
-105- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Flood Hazard Area or (y) located in a Special Flood Hazard Area in a community that does not participate 4781 in the National Flood Insurance Program. 4782 If any portion of any Mortgaged Property is at any time located in an area identified by the Feder-4783 al Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with re-4784 spect to which flood insurance has been made available under the National Flood Insurance Act of 1968 4785 (as now or hereafter in effect or successor act thereto), then the Borrower shall, or shall cause each Loan 4786 Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood in-4787 surance in an amount and otherwise sufficient to comply with all applicable rules and regulations promul-4788 gated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such 4789 compliance in form and substance reasonably acceptable to the Administrative Agent, including, without 4790 limitation, evidence of annual renewals of such insurance. Notwithstanding anything to the contrary set 4791 forth herein, Federal Flood Insurance shall not be required for real property not located in a Special Flood 4792 Hazard Area. 4793 Section 7.6 Keeping of Books. The Group Members shall keep proper books of record and 4794 account, in which full, true and correct entries shall be made in accordance with GAAP and all other ap-4795 plicable Requirements of Law of all financial transactions and the assets and business of Borrower and 4796 each Restricted Subsidiary. 4797 Section 7.7 Access to Books and Property. Borrower and each Restricted Subsidiary shall 4798 permit the Administrative Agent, the Lenders and any Related Person of any of them, as often as reasona-4799 bly requested (but not more than two times during any calendar year unless an Event of Default has oc-4800 curred and is continuing); and provided, however, (a) the Restricted Subsidiary shall not be required to 4801 pay the expenses of more than two such visits and inspections in the aggregate during any calendar year 4802 unless an Event of Default has occurred and is continuing, (b) each Lender shall at all times coordinate 4803 with the Administrative Agent the frequency and timing of any such visits and inspections so as to rea-4804 sonably minimize the burden imposed on the Restricted Subsidiary), at any reasonable time during nor-4805 mal business hours and with reasonable advance notice (except that, during the continuance of an Event 4806 of Default, no such notice shall be required) to (i) visit and inspect the property of Borrower and each Re-4807 stricted Subsidiary and examine and make copies of and abstracts from, the corporate (and similar), fi-4808 nancial, operating and other books and records of Borrower and each Restricted Subsidiary, (ii) discuss 4809 the affairs, finances and accounts of Borrower and each Restricted Subsidiary with any officer or director 4810 of Borrower or any Restricted Subsidiary and (iii) communicate directly with any registered certified pub-4811 lic accountants (including the Restricted Subsidiaries’ Accountants) of any Group Member. Borrower 4812 and each Restricted Subsidiary shall authorize their respective registered certified public accountants (in-4813 cluding the Group Members’ Accountants) to communicate directly with the Administrative Agent, the 4814 Lenders and their Related Persons and to disclose to the Administrative Agent, the Lenders and their Re-4815 lated Persons all financial statements and other documents and information as they might have and the 4816 Administrative Agent or any Lender reasonably requests with respect to Borrower or any Restricted Sub-4817 sidiary. 4818 Section 7.8 Environmental. Borrower and each Restricted Subsidiary shall comply with, and 4819 maintain its real property, whether owned, leased, subleased or otherwise operated or occupied, in com-4820 pliance with, all applicable Environmental Laws (including by implementing any Remedial Action neces-4821 sary to achieve such compliance or that is required by orders and directives of any Governmental Authori-4822 ty) except for failures to comply that would not, in the aggregate, have a Material Adverse Effect. With-4823 out limiting the foregoing, if an Event of Default is continuing or if the Administrative Agent at any time 4824 has a reasonable basis to believe that there exist violations of Environmental Laws by Borrower or any 4825 Restricted Subsidiary or that there exist any Environmental Liabilities, in each case, that would have, in 4826 the aggregate, a Material Adverse Effect, then Borrower and each Restricted Subsidiary shall, promptly 4827

 
-106- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 upon receipt of request from the Administrative Agent, cause the performance of, and allow the Adminis-4828 trative Agent and its Related Persons access to such real property for the purpose of conducting, such en-4829 vironmental audits and assessments (which unless an Event of Default is continuing, shall be limited to 4830 such violations of Environmental Laws or Environmental Liabilities), including subsurface sampling of 4831 soil and groundwater, and cause the preparation of such reports, in each case as the Administrative Agent 4832 may reasonably request. Such audits, assessments and reports, to the extent not conducted by the Admin-4833 istrative Agent or any of its Related Persons, shall be conducted and prepared by reputable environmental 4834 consulting firms reasonably acceptable to the Administrative Agent (such acceptance not to be unreason-4835 ably withheld, conditioned or delayed) and shall be in form and substance reasonably acceptable to the 4836 Administrative Agent. 4837 Section 7.9 Use of Proceeds. 4838 (a) The proceeds of the Initial Term Loan, together with the proceeds from the Sen-4839 ior Notes received on the Closing Date, shall be used on the Closing Date to (i) discharge the principal of 4840 the Existing Senior Unsecured Notes, as well as to pay redemption premium and any accrued and unpaid 4841 interest relevant to the redemption date, (ii) to refinance the Existing Credit Agreement and (iii) pay any 4842 discounts, premiums, fees, expenses and transaction costs in connection with the foregoing the transac-4843 tions contemplated in clauses (i) and (ii). 4844 (b) The proceeds of Revolving Loans made after the Closing Date shall be used by 4845 the Borrower and its Restricted Subsidiaries (and, to the extent distributed to them by the Borrower or by 4846 any of its Restricted Subsidiaries, each other Restricted Subsidiary) solely for working capital and general 4847 corporate and similar purposes, including for capital expenditures, Permitted Acquisitions, restricted 4848 payments, refinancing of indebtedness and any other transaction, in each case not prohibited by this 4849 Agreement. 4850 Section 7.10 Designation of Subsidiaries. 4851 (a) The Borrower may designate any Restricted Subsidiary as an Unrestricted Sub-4852 sidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before 4853 and after giving effect to any such designation or re-designation, (A) no Default or Event of Default shall 4854 be continuing or result therefrom and (B) on a Pro Forma Basis, (1) the Total Leverage Ratio does not 4855 exceed 6.00 to 1.00 as of the last day of the most recently ended fiscal quarter for which financial state-4856 ments have been (or are required to be) delivered pursuant to Section 6.1; provided that notwithstanding 4857 the foregoing, the Borrower may in any event designate one or more Restricted Subsidiaries as Unre-4858 stricted Subsidiaries with an aggregate amount of trailing four-quarter EBITDA, when taken together with 4859 the assets contributed to the Permitted Joint Venture, of $2,500,000 over the life of this Agreement, (ii) in 4860 the case of the designation of a Subsidiary as an Unrestricted Subsidiary, the Subsidiary to be so desig-4861 nated does not (directly, or indirectly through its Subsidiaries) own any Stock or Indebtedness of, or own 4862 or hold any Lien on any property of, the Borrower or any of its Restricted Subsidiaries, and (iii) no Sub-4863 sidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose 4864 of any Subordinated Debt, the Senior Notes, any Indebtedness incurred pursuant to Section 8.1(p) or any 4865 third party Material Debt for borrowed money of the Borrower, as applicable. The designation of any 4866 Subsidiary as an Unrestricted Subsidiary after the Closing Date in accordance with this Section 7.10 shall 4867 constitute an Investment by the Borrower or the relevant Restricted Subsidiary, as applicable, therein at 4868 the date of designation in an amount equal to the fair market value (as determined in good faith by the 4869 Borrower) of the Investments held by Borrower and/or the applicable Restricted Subsidiaries in such Un-4870 restricted Subsidiary immediately prior to such designation. Upon any such designation of a Subsidiary as 4871 an Unrestricted Subsidiary (but without duplication of any amount reducing such Investment in such Un-4872 restricted Subsidiary pursuant to the definition of “Investment”), the Borrower and/or the applicable Re-4873

 
-107- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 stricted Subsidiaries shall receive a credit against the applicable clause in Section 8.3 that was utilized for 4874 the Investment in such Unrestricted Subsidiary for a return on such Investment by the Borrower or such 4875 Restricted Subsidiary in an amount equal to the fair market value (as determined in good faith by the Bor-4876 rower) at the date of such designation of the Borrower’s or Restricted Subsidiary’s (as applicable) In-4877 vestment in such Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary 4878 in accordance with this Section 7.10 shall constitute the incurrence by such Restricted Subsidiary at the 4879 time of designation of any Investment, Indebtedness or Liens of such Restricted Subsidiary outstanding at 4880 such time. 4881 If at any time, an Unrestricted Subsidiary, directly or indirectly through one of its Subsid-4882 iaries, (i) owns any Stock or Indebtedness of, or owns or holds any Lien on any property of, the Borrower 4883 or any of its Restricted Subsidiaries or (ii) guarantees or grants Liens on any of its assets to secure any 4884 Indebtedness of the Borrower or any Restricted Subsidiary, then the Borrower shall, concurrently there-4885 with, designate (or re-designate) such Unrestricted Subsidiary as a Restricted Subsidiary. 4886 (b) Borrower may designate (or re-designate) any Restricted Subsidiary that is an 4887 Excluded Subsidiary as Guarantor. Borrower may designate (or re-designate) any Guarantor as an Ex-4888 cluded Subsidiary; provided that (i) Borrower shall not change the designation of any particular Restricted 4889 Subsidiary (whether as an Excluded Subsidiary or Guarantor) more than twice during the term of this 4890 Agreement, (ii) such redesignation shall constitute an Investment by the Borrower or the relevant Re-4891 stricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the fair market 4892 value (as determined in good faith by the Borrower) of the Investments held by the Borrower and/or the 4893 applicable Restricted Subsidiaries in such Guarantor immediately prior to such re-designation and such 4894 Investments shall otherwise be permitted hereunder and (iii) any Investment, Indebtedness or Liens of 4895 such Restricted Subsidiary (after giving effect to such release) shall be deemed to be incurred at the time 4896 of such release by such Guarantor and such incurrence shall otherwise be permitted hereunder. 4897 Section 7.11 Additional Collateral and Guaranties. To the extent not delivered to the Admin-4898 istrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons 4899 that become Subsidiaries of any Loan Party after the Closing Date), the Borrower and each Restricted 4900 Subsidiary shall, promptly, do each of the following, unless otherwise agreed by the Administrative 4901 Agent: 4902 (a) deliver to the Administrative Agent such modifications to the terms of the Loan 4903 Documents (or, to the extent applicable as determined by the Administrative Agent, such other 4904 documents), in each case in form and substance reasonably satisfactory to the Administrative 4905 Agent and as the Administrative Agent deems necessary or advisable in order to ensure the fol-4906 lowing: 4907 (i) each Subsidiary of any Loan Party (other than any Excluded Subsidiary 4908 or Unrestricted Subsidiary) shall guaranty, as primary obligor and not as surety, the pay-4909 ment of the Obligations of the Borrower; and 4910 (ii) each Loan Party (including any Person required to become a Guarantor 4911 pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the 4912 benefit of the Secured Parties, a valid and enforceable security interest (subject to Permit-4913 ted Liens) in all of its property, including all of its Stock and Stock Equivalents and other 4914 Securities (subject to exceptions as set forth in the applicable Loan Documents), as secu-4915 rity for the Obligations of such Loan Party; 4916

 
-108- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 provided, however, that, unless the Borrower and the Administrative Agent otherwise agree, in no 4917 event shall (x) any Excluded Subsidiary be required to guaranty the payment of any Obligation, 4918 (y) the Loan Parties, individually or collectively, be required to pledge in excess of 65% of the 4919 outstanding Voting Stock of any Subsidiary that is a CFC or CFC Holding Company or (z) a se-4920 curity interest be required to be granted on any property of any Excluded Subsidiary as security 4921 for any Obligation; 4922 (b) deliver to the Administrative Agent all documents representing all Stock, Stock 4923 Equivalents and other Securities pledged pursuant to the documents delivered pursuant to clause 4924 (a) above, together with undated powers or endorsements duly executed in blank; 4925 (c) upon request of the Administrative Agent, deliver to it (x) an appraisal comply-4926 ing with FIRREA (only to the extent required by law or regulation), (y) within forty-five days of 4927 receipt of notice from Agent that real property of the Loan Parties is located in a Special Flood 4928 Hazard Area, Federal Flood Insurance as required by Section 7.5, and (z) a Mortgage on any real 4929 property towers owned by any Loan Party which has a fair market value in excess of $5,000,000 4930 as determined by the Borrower in good faith, together with all Mortgage Supporting Documents 4931 relating thereto (or, if such real property is located in a jurisdiction outside the United States, sim-4932 ilar documents deemed appropriate by the Administrative Agent to obtain the equivalent in such 4933 jurisdiction of a first-priority mortgage on such real property); 4934 (d) to take all other actions necessary or advisable to ensure the validity or continu-4935 ing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, 4936 maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the 4937 same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed 4938 on the Closing Date, including the filing of UCC financing statements in such jurisdictions as 4939 may be required by the Loan Documents or applicable Requirements of Law or as the Adminis-4940 trative Agent may otherwise reasonably request; and 4941 (e) to the extent reasonably requested by the Administrative Agent, deliver to the 4942 Administrative Agent customary legal opinions relating to the matters described in this Sec-4943 tion 7.11, which opinions shall be as reasonably required by, and in form and substance and from 4944 counsel reasonably satisfactory to, the Administrative Agent 4945 If any Guarantor becomes an Immaterial Subsidiary, the Borrower shall have the right, by an exe-4946 cution and delivery of a supplement to the Guaranty to cause such Immaterial Subsidiary to cease to be a 4947 Guarantor, subject to the requirement that such Subsidiary shall be required to become a Guarantor if it 4948 ceases to be an Immaterial Subsidiary (except that if such Subsidiary has been properly designated as an 4949 Unrestricted Subsidiary it shall not be so required to become a Guarantor or execute a supplement to the 4950 Guaranty). 4951 Notwithstanding the foregoing, a Subsidiary may be excluded from becoming a Guarantor in cir-4952 cumstances where the Borrower and the Administrative Agent reasonably agree that the cost of providing 4953 such guarantee is excessive in relation to the value afforded thereby. 4954 Section 7.12 Radio Station Licenses and FCC Licenses. Borrower and each of its Subsidiaries 4955 shall at all times maintain the Radio Station Licenses and FCC Licenses and all other licenses, Permits, 4956 permissions and other authorizations used or necessary to operate the Radio Stations or Business as oper-4957 ated from time to time by the Borrower and its Subsidiaries except where the failure to do so would not 4958 reasonably be expected to have a Material Adverse Effect. 4959

 
-109- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Section 7.13 Credit Rating. The Borrower shall at all times use its commercially reasonable 4960 efforts to cause to be maintained (a) a public corporate credit rating by S&P and a public corporate family 4961 rating by Moody’s and (b) a public credit rating by each of Moody’s and S&P with respect to the Facili-4962 ties. 4963 Section 7.14 License Subsidiaries. Except as set forth on Schedule 7.14, all Radio Station Li-4964 censes and FCC Licenses shall be held at all times by one or more License Subsidiaries (and any License 4965 Subsidiary may hold more than one Radio Station License or FCC License). The Borrower shall cause 4966 each License Subsidiary to (a) observe all customary corporate, company or partnership formalities re-4967 garding its legal existence, (b) not commingle its properties with those of its Affiliates or any other Per-4968 son other than License Subsidiaries, (c) not make loans to any Person, (d) engage only in the business of 4969 holding Radio Station Licenses or FCC Licenses and the rights and activities related thereto, (e) not have 4970 any Indebtedness, guarantees or other liabilities except for those expressly permitted herein, (f) not create, 4971 incur, assume or suffer to exist any Liens upon any of its Radio Station Licenses or FCC Licenses, prop-4972 erty, assets, income or profits, whether now owned or hereafter acquired, except as expressly permitted 4973 herein, and (g) otherwise be operated in such a manner that the separate legal existence of such License 4974 Subsidiary will not be disregarded in any insolvency or other legal proceeding. 4975 ARTICLE 8 4976 4977 NEGATIVE COVENANTS 4978 The Borrower and each Restricted Subsidiary agrees with the Lenders, the L/C Issuers and the 4979 Administrative Agent to each of the following, as long as any Obligation which is accrued and payable 4980 (other than amounts due and payable with respect to Letters of Credit that have been cash collateralized or 4981 for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place or con-4982 tingent indemnification obligations for claims not yet asserted) or any Commitment remains outstanding: 4983 Section 8.1 Indebtedness. The Borrower will not, and will not permit any of its Restricted 4984 Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness) except for the following: 4985 (a) the Obligations; 4986 (b) Indebtedness existing on the date hereof and set forth on Schedule 8.1, together 4987 with any Permitted Refinancing in respect thereof; 4988 (c) the incurrence of Guaranty Obligations by the Borrower or any of its Restricted 4989 Subsidiaries of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary so 4990 long as the Incurrence of such Indebtedness or other obligations is not prohibited by the terms of 4991 this Agreement; 4992 (d) Indebtedness of the Borrower owing to and held by any Restricted Subsidiary or 4993 Indebtedness of a Restricted Subsidiary owing to and held by the Borrower or any Restricted 4994 Subsidiary; provided that (x) any Indebtedness advanced by any Restricted Subsidiary that is not 4995 a Loan Party to any Loan Party shall be subordinated in right of payment to the Loans and on 4996 terms which prohibit the repayment thereof after the acceleration of the Loans or bankruptcy of 4997 such Loan Party and (y) any Indebtedness advanced by any Loan Party to any Restricted Subsidi-4998 ary that is not a Loan Party shall otherwise be permitted by Section 8.3; provided, further, that: 4999

 
-110- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (1) any subsequent issuance or transfer of Stock or any other event which re-5000 sults in any such Indebtedness being beneficially held by a Person other than the Borrow-5001 er or a Restricted Subsidiary; and 5002 (2) any sale or other transfer of any such Indebtedness to a Person other than 5003 the Borrower or a Restricted Subsidiary, 5004 shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Borrower 5005 or such Restricted Subsidiary, as the case may be; 5006 (e) Indebtedness represented by the Senior Notes, including any guarantee thereof in 5007 aggregate principal amount not to exceed $300,000,000, together with any Permitted Refinancing 5008 with respect thereto; 5009 (f) Indebtedness represented by Management Advances; 5010 (g) Indebtedness of (x) the Borrower or any of its Restricted Subsidiaries Incurred or 5011 issued to finance a Permitted Acquisition or (y) Persons that are acquired by the Borrower or any 5012 of its Restricted Subsidiaries or merged into or consolidated with the Borrower or a Restricted 5013 Subsidiary in accordance with the terms of this Agreement, including any Indebtedness Incurred 5014 in connection with a Permitted Refinancing with respect thereto; provided that such Indebtedness 5015 is in an aggregate amount not to exceed (i) $20.0 million at any time outstanding plus (ii) unlim-5016 ited additional Indebtedness (including any Acquired Indebtedness) if after giving effect to such 5017 acquisition, merger or consolidation, the Total Leverage Ratio of the Borrower and the Restricted 5018 Subsidiaries on a Pro Forma Basis would not be greater than 6.00 to 1.00; 5019 (h) Hedging Agreements (excluding Hedging Agreements entered into for specula-5020 tive purposes); 5021 (i) Indebtedness (i) represented by Capitalized Lease Obligations or Purchase Mon-5022 ey Obligations in an aggregate outstanding principal amount which, when taken together with the 5023 principal amount of all other Indebtedness Incurred pursuant to this clause and then outstanding, 5024 does not exceed the greater of (a) $20.0 million and (b) 2.25% of Total Assets at the time of In-5025 currence and any Permitted Refinancing with respect thereof; and (ii) arising out of Sale and 5026 Leaseback Transactions in the aggregate principal amount at any one time outstanding not to ex-5027 ceed the greater of (x) $10.0 million and (y) 1.0% of Total Assets; 5028 (j) Indebtedness in respect of (i) workers’ compensation claims, self-insurance obli-5029 gations, performance, indemnity, surety, judgment, appeal, advance payment, customs, value 5030 added or other tax or other guarantees or other similar bonds, instruments or obligations and 5031 completion guarantees and warranties provided by the Borrower or a Restricted Subsidiary or re-5032 lating to liabilities, obligations or guarantees Incurred in the ordinary course of business or con-5033 sistent with past practice; (ii) the honoring by a bank or other financial institution of a check, draft 5034 or similar instrument drawn against insufficient funds in the ordinary course of business or con-5035 sistent with past practices; provided, however, that such Indebtedness is extinguished within five 5036 Business Days of Incurrence; (iii) customer deposits and advance payments received in the ordi-5037 nary course of business or consistent with past practices from customers for goods or services 5038 purchased in the ordinary course of business or consistent with past practices; (iv) letters of cred-5039 it, bankers’ acceptances, guarantees or other similar instruments or obligations issued or relating 5040 to liabilities or obligations Incurred in the ordinary course of business or consistent with past 5041 practice; and (v) any customary treasury, depositary, cash management, automatic clearinghouse 5042

 
-111- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 arrangements, overdraft protections, cash pooling or netting or setting off arrangements or similar 5043 arrangements in the ordinary course of business or consistent with past practice; 5044 (k) Indebtedness arising from agreements providing for guarantees, indemnification, 5045 obligations in respect of earn-outs or other adjustments of purchase price or, in each case, similar 5046 obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of 5047 any business or assets or Person or any Stock of a Subsidiary (other than guarantees of Indebted-5048 ness Incurred by any Person acquiring or disposing of such business or assets or such Subsidiary 5049 for the purpose of financing such acquisition or disposition); provided that the maximum liability 5050 of the Borrower and its Restricted Subsidiaries in respect of all such Indebtedness in connection 5051 with a disposition shall at no time exceed the gross proceeds, including the fair market value of 5052 non-cash proceeds (measured at the time received and without giving effect to any subsequent 5053 changes in value), actually received by the Borrower and its Restricted Subsidiaries in connection 5054 with such disposition; 5055 (l) Indebtedness consisting of promissory notes issued by the Borrower or any of its 5056 Subsidiaries to any current or former employee, director or consultant of the Borrower, any of its 5057 Subsidiaries or Parent Entity (or permitted transferees, assigns, estates, or heirs of such employee, 5058 director or consultant), to finance the purchase or redemption of Stock of the Borrower or any 5059 company that is permitted by Section 8.5; 5060 (m) Indebtedness of the Borrower or any of its Restricted Subsidiaries consisting of 5061 (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply ar-5062 rangements, in each case Incurred in the ordinary course of business or consistent with past prac-5063 tice; 5064 (n) Indebtedness in an aggregate outstanding principal amount which, when taken 5065 together with any Permitted Refinancing with respect thereto and the principal amount of all other 5066 Indebtedness Incurred pursuant to this clause and then outstanding, will not exceed the greater of 5067 $30.0 million and (b) 3.25% of Total Assets; 5068 (o) Credit Agreement Refinancing Indebtedness; 5069 (p) secured or unsecured notes and/or loans (and/or commitments in respect thereof) 5070 issued or incurred by the Borrower in lieu of Incremental Facilities (such notes or loans, “Incre-5071 mental Equivalent Debt”); provided that (i) the aggregate outstanding principal amount (or com-5072 mitted amount, if applicable) of all Incremental Equivalent Debt, together with the aggregate out-5073 standing principal amount (or committed amount, if applicable) of all Incremental Loans and In-5074 cremental Commitments provided pursuant to Section 2.19, shall not exceed the Incremental Cap, 5075 (ii) the final maturity date with respect to any Incremental Equivalent Debt shall be no earlier 5076 than the Latest Maturity Date, (iii) the Weighted Average Life to Maturity of any Incremental 5077 Equivalent Debt shall be no shorter than the remaining Weighted Average Life to Maturity of the 5078 then-existing Term Loans, (iv) any such notes and/or loans that are secured shall be secured only 5079 by the Collateral and on a pari passu or junior basis with the Secured Obligations, (v) any such 5080 Indebtedness that ranks pari passu in right of security or is subordinated in right of payment or 5081 security shall be subject to customary intercreditor arrangements reasonably satisfactory to the 5082 Administrative Agent, (vi) such Incremental Equivalent Debt shall not be guaranteed by any Per-5083 son that is not a Loan Party and (vii) the other terms and conditions of such Incremental Equiva-5084 lent Debt (excluding rate floors, pricing, discounts, fees and optional prepayment or redemption 5085 terms) shall not be materially less favorable (when taken as a whole) to the Borrower than the 5086 terms and conditions set forth herein (when taken as whole), unless (A) the Lenders under the Fa-5087

 
-112- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 cilities also receive the benefit of such more restrictive terms (it being understood to the extent 5088 that any covenant is added for the benefit of any new Incremental Equivalent Debt, no consent 5089 shall be required from the Administrative Agent or any Lender to the extent that such covenant is 5090 also added for the benefit of the Facilities), (B) any such provisions apply solely after the Latest 5091 Maturity Date then in effect or (C) such terms shall be reasonably satisfactory to the Administra-5092 tive Agent and the Borrower; provided, further, that any Incremental Equivalent Debt that is pari 5093 passu with the Credit Facility in right of payment and security shall be in the form of notes and 5094 not loans; and 5095 (q) unsecured Indebtedness of the Borrower or any of its Restricted Subsidiaries, so 5096 long as after giving effect to any such Incurrence the Total Leverage Ratio of the Borrower and 5097 its Restricted Subsidiaries (calculated on a Pro Forma Basis) as of the end of the most recent Fis-5098 cal Quarter for which financial statements have been required to be delivered pursuant to Section 5099 6.1(b) or Section 6.1(c) is not greater than 6.00:1.00; provided, that, in the case of any Indebted-5100 ness incurred pursuant to this clause (q), (w) such Indebtedness shall not mature prior the Latest 5101 Maturity Date then in effect, (x) such Indebtedness shall not have a weighted average life to ma-5102 turity at the time such Indebtedness is Incurred that is shorter than the weighted average life to 5103 maturity of any Term Loans then outstanding, (y) such Indebtedness shall not be incurred or 5104 guaranteed by any Subsidiary of the Borrower that is not also a Guarantor of the Term Loan and 5105 (z) the other terms and conditions of such Indebtedness (excluding rate floors, pricing, discounts, 5106 fees and optional prepayment or redemption terms) shall not be materially less favorable (when 5107 taken as a whole) to the Borrower than the terms and conditions set forth herein (when taken as 5108 whole) unless (A) the Lenders under the Facilities also receive the benefit of such more restrictive 5109 terms (it being understood to the extent that any covenant is added for the benefit of any new “ra-5110 tio” debt, no consent shall be required from the Administrative Agent or any Lender to the extent 5111 that such covenant is also added for the benefit of the Facilities), (B) any such provisions apply 5112 solely after the Latest Maturity Date then in effect or (C) such terms shall be reasonably satisfac-5113 tory to the Administrative Agent and the Borrower; provided, further, that any Indebtedness in-5114 curred by Restricted Subsidiaries that are not a Loan Party pursuant to this Section 8.1(q) shall 5115 not exceed $30,000,000 in the aggregate at any time outstanding. 5116 For purposes of determining compliance with this Section 8.1, (i) in the event that all or any por-5117 tion of any item of Indebtedness meets the criteria of more than one of the categories of Indebtedness de-5118 scribed in clauses (a) through (q) above, the Borrower shall, in its sole discretion, classify and may from 5119 time to time reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion 5120 thereof) and will only be required to include the amount and type of such Indebtedness in one or more of 5121 the above clauses; provided that all Indebtedness outstanding under the Loan Documents will be deemed 5122 to have been incurred in reliance only on the exception in clause (a) of this Section 8.1; (ii) additionally, 5123 all or any portion of any item of Indebtedness may later be classified as having been Incurred pursuant to 5124 any type of Indebtedness described in this Section 8.1 so long as such Indebtedness is permitted to be In-5125 curred pursuant to such provision at the time of reclassification; (iii) all Indebtedness outstanding on the 5126 Closing Date under the Senior Notes shall be deemed to be initially incurred on the Closing Date under 5127 clause (e) of this Section 8.1; (iv) in the case of any refinancing of any Indebtedness, such Indebtedness 5128 shall not include the aggregate amount of fees, underwriting discounts, premiums and other costs and ex-5129 penses Incurred in connection with such refinancing; (v) guarantees of, or obligations in respect of letters 5130 of credit, bankers’ acceptances or other similar instruments relating to, or Liens securing, Indebtedness 5131 that is otherwise included in the determination of a particular amount of Indebtedness shall not be includ-5132 ed; (vi) if obligations in respect of letters of credit, bankers’ acceptances or other similar instruments are 5133 Incurred pursuant to any Facility and are being treated as Incurred pursuant to clause (i) of this Section 5134 8.1 and the letters of credit, bankers’ acceptances or other similar instruments relate to other Indebtedness, 5135 then such other Indebtedness shall not be included; (vii) the principal amount of any Disqualified Stock of 5136

 
-113- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 the Borrower or any of its Restricted Subsidiaries, or Preferred Stock of a Restricted Subsidiary, will be 5137 equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either 5138 case, any redemption or repurchase premium) or the liquidation preference thereof; (viii) Indebtedness 5139 permitted by this Section 8.1 need not be permitted solely by reference to one provision permitting such 5140 Indebtedness but may be permitted in part by one such provision and in part by one or more other provi-5141 sions of this covenant permitting such Indebtedness; and (ix) the amount of any Indebtedness outstanding 5142 as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original 5143 issue discount and (b) the principal amount of the Indebtedness, or liquidation preference thereof, in the 5144 case of any other Indebtedness. 5145 Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amorti-5146 zation of original issue discount, the payment of interest in the form of additional Indebtedness, the pay-5147 ment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock or the reclassi-5148 fication of commitments or obligations not treated as Indebtedness due to a change in GAAP, will not be 5149 deemed to be an Incurrence of Indebtedness for purposes of this Section 8.1. 5150 If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of 5151 such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary of the Borrower as of such 5152 date.). 5153 For purposes of determining compliance with any U.S. dollar-denominated restriction on the in-5154 currence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a 5155 foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date 5156 such Indebtedness was Incurred, in the case of term debt, or first committed, in the case of revolving cred-5157 it debt; provided, that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a 5158 foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to 5159 be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, 5160 such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the princi-5161 pal amount of such refinancing Indebtedness does not exceed (a) the principal amount of such Indebted-5162 ness being refinanced plus (b) the aggregate amount of fees, underwriting discounts, premiums (including 5163 tender premiums) and other costs and expenses (including original issue discount, upfront fees or similar 5164 fees) incurred in connection with such refinancing. 5165 Notwithstanding any other provision of this Section 8.1, the maximum amount of Indebtedness 5166 that the Borrower or a Subsidiary may Incur pursuant to this covenant shall not be deemed to be exceeded 5167 solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebt-5168 edness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness 5169 being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in 5170 which such refinancing indebtedness is denominated that is in effect on the date of such refinancing. 5171 Section 8.2 Liens. The Borrower will not, and will not permit any Restricted Subsidiary to, 5172 directly or indirectly, create, Incur or permit to exist any Lien that secures obligations under any Indebt-5173 edness or any related guarantee, on any asset or property of the Borrower or any Restricted Subsidiary, 5174 except for the following: 5175 (a) Liens created pursuant to any Loan Document; 5176 (b) Liens existing on the date hereof and set forth on Schedule 8.2; 5177

 
-114- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (c) Liens on assets or property of a Restricted Subsidiary that is not a Guarantor and 5178 that does not constitute Collateral securing Indebtedness of any Restricted Subsidiary that is not a 5179 Guarantor permitted under Section 8.1; 5180 (d) pledges, deposits or Liens under workmen’s compensation laws, payroll taxes, 5181 unemployment insurance laws, social security laws or similar legislation, or insurance related ob-5182 ligations (including pledges or deposits securing liability to insurance carriers under insurance or 5183 self-insurance arrangements), or in connection with bids, tenders, completion guarantees, con-5184 tracts (other than for borrowed money) or leases, or to secure utilities, licenses, public or statutory 5185 obligations, or to secure surety, indemnity, judgment, appeal or performance bonds, guarantees of 5186 government contracts (or other similar bonds, instruments or obligations), or as security for con-5187 tested taxes or import or customs duties or for the payment of rent, or other obligations of like na-5188 ture, in each case Incurred in the ordinary course of business; 5189 (e) Liens imposed by law, including carriers’, warehousemen’s, mechanics’, land-5190 lords’, materialmen’s, repairmen’s, construction contractors’ or other like Liens, in each case for 5191 sums not yet overdue for a period of more than 60 days or that are bonded or being contested in 5192 good faith by appropriate proceedings and in the case of Collateral, such proceedings have the ef-5193 fect of preventing forfeiture or sale of the property or assets subject to such Lien; 5194 (f) Liens for Taxes which are not overdue for a period of more than 60 days or 5195 which are being contested in good faith by appropriate proceedings; provided that appropriate re-5196 serves required pursuant to GAAP have been made in respect thereof and in the case of Collat-5197 eral, such proceedings have the effect of preventing forfeiture or sale of the property or assets 5198 subject to such Lien; 5199 (g) encumbrances, ground leases, easements (including reciprocal easement agree-5200 ments), survey exceptions, or reservations of, or rights of others for, licenses, rights of way, sew-5201 ers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building 5202 codes or other restrictions (including minor defects or irregularities in title and similar encum-5203 brances) as to the use of real properties or Liens incidental to the conduct of the business of the 5204 Borrower and its Restricted Subsidiaries or to the ownership of their properties which do not in 5205 the aggregate materially adversely affect the value of said properties or materially impair their use 5206 in the operation of the business of the Borrower and its Restricted Subsidiaries; 5207 (h) Liens (a) on assets or property of the Borrower or any Restricted Subsidiary se-5208 curing Hedging Agreements or cash management services permitted under this Agreement; (b) 5209 that are contractual rights of set-off or, in the case of clause (i) or (ii) below, other bankers’ Liens 5210 (i) relating to treasury, depository and cash management services or any automated clearing house 5211 transfers of funds in the ordinary course of business and not given in connection with the issuance 5212 of Indebtedness or (ii) relating to pooled deposit or sweep accounts to permit satisfaction of over-5213 draft or similar obligations incurred in the ordinary course of business of the Borrower or any Re-5214 stricted Subsidiary or (iii) relating to purchase orders and other agreements entered into with cus-5215 tomers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (c) on 5216 cash accounts securing Indebtedness incurred under Section 8.1(j)(iii) with financial institutions; 5217 (d) encumbering reasonable customary initial deposits and margin deposits and similar Liens at-5218 taching to commodity trading accounts or other brokerage accounts incurred in the ordinary 5219 course of business, consistent with past practice and not for speculative purposes; and/or (e) (i) of 5220 a collection bank arising under Section 4-210 of the UCC on items in the course of collection and 5221 (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including 5222 the right of set-off) arising in the ordinary course of business in connection with the maintenance 5223

 
-115- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 of such accounts and (iii) arising under customary general terms of the account bank in relation to 5224 any bank account maintained with such bank and attaching only to such account and the products 5225 and proceeds thereof, which Liens, in any event, do not to secure any Indebtedness; 5226 (i) leases, licenses, subleases and sublicenses of assets (including real property and 5227 intellectual property licenses), in each case entered into in the ordinary course of business so long 5228 as such leases are subordinate in all respects to the Liens granted and evidenced by the Loan 5229 Documents and do not individually or in the aggregate, interfere in any material respect with the 5230 ordinary conduct of the business of the Company or any Subsidiary and materially impair the use 5231 or value of the property; 5232 (j) Liens arising out of judgments, decrees, orders or awards not giving rise to an 5233 Event of Default so long as (a) any appropriate legal proceedings which may have been duly ini-5234 tiated for the review of such judgment, decree, order or award have not been finally terminated, 5235 (b) or the period within which such proceedings may be initiated has not expired or (c) no more 5236 than 60 days have passed after (i) such judgment, decree, order or award has become final or 5237 (ii) such period within which such proceedings may be initiated has expired; 5238 (k) Liens (i) on assets or property of the Borrower or any Restricted Subsidiary for 5239 the purpose of securing Capitalized Lease Obligations or Purchase Money Obligations, or secur-5240 ing the payment of all or a part of the purchase price of, or securing other Indebtedness Incurred 5241 to finance or refinance the acquisition, improvement or construction of, assets or property ac-5242 quired or constructed in the ordinary course of business; provided that (a) the aggregate principal 5243 amount of Indebtedness secured by such Liens is otherwise permitted to be Incurred under this 5244 Agreement and (b) any such Lien may not extend to any assets or property of the Borrower or any 5245 Restricted Subsidiary other than assets or property acquired, improved, constructed or leased with 5246 the proceeds of such Indebtedness and any improvements or accessions to such assets and proper-5247 ty and (ii) on any interest or title of a lessor under any Capitalized Lease Obligation or operating 5248 lease; 5249 (l) Liens perfected or evidenced by UCC financing statement filings (or similar fil-5250 ings in other applicable jurisdictions) regarding operating leases entered into by the Borrower and 5251 its Restricted Subsidiaries in the ordinary course of business; 5252 (m) Liens on property, other assets or shares of stock of a Person (other than any Li-5253 cense Subsidiary) at the time such Person becomes a Restricted Subsidiary (or at the time the 5254 Borrower or a Restricted Subsidiary acquires such property, other assets or shares of stock, in-5255 cluding any acquisition by means of a merger, amalgamation, consolidation or other business 5256 combination transaction with or into the Borrower or any Restricted Subsidiary); provided, how-5257 ever, that such Liens are not created, Incurred or assumed in anticipation of or in connection with 5258 such other Person becoming a Restricted Subsidiary (or such acquisition of such property, other 5259 assets or stock); provided, further, that such Liens are limited to all or part of the same property, 5260 other assets or stock (plus improvements, accession, proceeds or dividends or distributions in 5261 connection with the original property, other assets or stock) that secured (or, under the written ar-5262 rangements under which such Liens arose, could secure) the obligations to which such Liens re-5263 late; 5264 (n) Liens (i) in favor of the Borrower or a Restricted Subsidiary on assets of a Re-5265 stricted Subsidiary that is not a Loan Party securing permitted intercompany Indebtedness and (ii) 5266 in favor of the Borrower or any Guarantor; 5267

 
-116- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (o) Liens securing Indebtedness Incurred in connection with a Permitted Refinancing 5268 to refinance Indebtedness that was previously so secured, and permitted to be secured under this 5269 Section 8.2; provided that any such Lien is limited to all or part of the same property or assets 5270 (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that se-5271 cured (or, under the written arrangements under which the original Lien arose, could secure) the 5272 Indebtedness being refinanced or is in respect of property that is or could be the security for or 5273 subject to a Lien otherwise permitted under this Section 8.2; 5274 (p) (a) mortgages, liens, security interests, restrictions, encumbrances or any other 5275 matters of record that have been placed by any government, statutory or regulatory authority, de-5276 veloper, landlord or other third party on property over which the Borrower or any Restricted Sub-5277 sidiary of the Borrower has easement rights or on any leased property and subordination or simi-5278 lar arrangements relating thereto and (b) any condemnation or eminent domain proceedings af-5279 fecting any real property; 5280 (q) any encumbrance or restriction (including put and call arrangements) with re-5281 spect to Stock of any joint venture or similar arrangement pursuant to any joint venture or similar 5282 agreement; 5283 (r) Liens on property or assets that does not constitute Collateral under construction 5284 (and related rights) in favor of a contractor or developer or arising from progress or partial pay-5285 ments by a third party relating to such property or assets; 5286 (s) Liens arising out of conditional sale, title retention, hire purchase, consignment 5287 or similar arrangements for the sale of goods entered into in the ordinary course of business; 5288 (t) Liens on Stock or other securities or assets of any Unrestricted Subsidiary that 5289 secure Indebtedness of such Unrestricted Subsidiary; 5290 (u) [reserved]; 5291 (v) Liens on equipment of the Borrower or any Restricted Subsidiary that does not 5292 constitute Collateral and located on the premises of any client or supplier in the ordinary course 5293 of business; 5294 (w) Liens on assets or securities deemed to arise in connection with and solely as a 5295 result of the execution, delivery or performance of contracts to sell such assets or securities if 5296 such sale is otherwise permitted by this Agreement; 5297 (x) Liens arising by operation of law or contract on insurance policies and the pro-5298 ceeds thereof to secure premiums thereunder, and Liens, pledges and deposits in the ordinary 5299 course of business securing liability for premiums or reimbursement or indemnification obliga-5300 tions of (including obligations in respect of letters of credit or bank guarantees for the benefits of) 5301 insurance carriers; 5302 (y) Liens solely on any cash earnest money deposits made in connection with any 5303 letter of intent or purchase agreement permitted under this Agreement; 5304 (z) [reserved]; 5305

 
-117- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (aa) Liens (i) on cash advances in favor of the seller of any property to be acquired in 5306 an Investment permitted pursuant to Section 8.3 to be applied against the purchase price for such 5307 Investment, and (ii) consisting of an agreement to sell any property in an asset sale permitted un-5308 der Section 8.4, in each case, solely to the extent such Investment or asset sale, as the case may 5309 be, would have been permitted on the date of the creation of such Lien; 5310 (bb) Liens or any encumbrance or restriction pursuant to applicable law, rule, regula-5311 tion or order; 5312 (cc) Liens or any encumbrance or restriction pursuant to an agreement or instrument 5313 of a Person or relating to any Stock or Indebtedness of a Person, entered into on or before the date 5314 on which such Person was acquired by or merged, amalgamated, consolidated or otherwise com-5315 bined with or into the Borrower or any Restricted Subsidiary or on which such agreement or in-5316 strument is assumed by the Borrower or any Restricted Subsidiary in connection with an acquisi-5317 tion of assets (other than Stock or Indebtedness Incurred as consideration in, or to provide all or 5318 any portion of the funds utilized to consummate, the transaction or series of related transactions 5319 pursuant to which such Person became a Restricted Subsidiary or was acquired by the Borrower 5320 or was merged, amalgamated, consolidated or otherwise combined with or into the Borrower or 5321 any Restricted Subsidiary or entered into in contemplation of or in connection with such transac-5322 tion) and outstanding on such date; 5323 (dd) leasehold mortgages Incurred by tenants party to leases or sub-leases permitted 5324 under Section 8.4(y) so long as the applicable sub-tenant agrees to subordinate their interest in the 5325 applicable lease or sub-lease to the lenders under the Lease Servicing Agreement referenced in 5326 Section 8.4(y); 5327 (ee) Liens on the Collateral securing obligations in respect of Credit Agreement Refi-5328 nancing Indebtedness constituting Permitted First Priority Refinancing Debt or Permitted Junior 5329 Priority Refinancing Debt (and any Permitted Refinancing of any of the foregoing); provided that 5330 any such Liens securing any Permitted Refinancing in respect of such Permitted First Priority Re-5331 financing Debt or Permitted Junior Priority Refinancing Debt are subject to a customary inter-5332 creditor agreement in favor of, and reasonably satisfactory to, the Administrative Agent; 5333 (ff) Liens securing Indebtedness and other obligations in an aggregate principal 5334 amount not to exceed $30.0 million at any one time outstanding; 5335 (gg) Liens arising in connection with any Intercompany License Agreements; and 5336 (hh) Liens on Collateral securing Indebtedness Incurred pursuant to Section 8.01(p). 5337 For purposes of this Section 8.2, the term Indebtedness shall be deemed to include interest on 5338 such Indebtedness including interest which increases the principal amount of such Indebtedness. In the 5339 event that a Lien meets the criteria of more than one of the types of Liens (at the time of incurrence or at a 5340 later date), the Borrower in its sole discretion may divide, classify or from time to time reclassify all or 5341 any portion of such Lien in any manner that complies with this covenant and such Lien shall be treated as 5342 having been made pursuant only to the clause or clauses of the definition of Lien to which such Lien has 5343 been classified or reclassified; provided however, that the foregoing shall not apply to clause (a) of this 5344 Section 8.2. 5345 Section 8.3 Investments. The Borrower will not, and will not permit any of its Restricted 5346 Subsidiaries to make or maintain, directly or indirectly, any Investment except for the following: 5347

 
-118- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (a) Investments existing on the date hereof and set forth on Schedule 8.3, and includ-5348 ing any modification, replacement, renewal or extension thereof; provided that the amount of any 5349 such Investment may not be increased except (i) as required by the terms of such Investment as in 5350 existence on the date hereof or (ii) as otherwise permitted by this Agreement; 5351 (b) (i) Investments in a Restricted Subsidiary (including the Stock of a Restricted 5352 Subsidiary) or the Borrower and (ii) Permitted Acquisitions, provided that the aggregate amount 5353 of Investments in, together with Permitted Acquisitions of, Restricted Subsidiaries that are not 5354 Loan Parties made under this Section 8.3(b) shall not exceed 10.0% of Consolidated Total Assets 5355 at the time of such Investment; 5356 (c) other Investments in an aggregate amount outstanding pursuant to this clause (c) 5357 at any time not to exceed the portion, if any, of the Available Amount on the date of such Invest-5358 ment that the Borrower elects to apply to this clause (c), such election to be specified in a written 5359 notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of 5360 Available Amount immediately prior to such election and the amount thereof elected to be so ap-5361 plied; provided that (A) the Total Net Leverage Ratio of the Borrower and its Subsidiaries deter-5362 mined on a Pro Forma Basis as of the last day of the most recently ended Fiscal Quarter for which 5363 financial statements were required to have been delivered pursuant to Section 6.1(b) or (c), as ap-5364 plicable, as if such Investment had been made on the last day of such Fiscal Quarter, is equal to or 5365 less than 5.40:1.00 and (B) no Default or Event of Default has occurred and is continuing (or 5366 would result therefrom); 5367 (d) Investments in another Person if such Person is engaged in any business similar 5368 to the Business and as a result of such Investment such other Person is merged, amalgamated, 5369 consolidated or otherwise combined with or into, or transfers or conveys all or substantially all its 5370 assets to, the Borrower or a Restricted Subsidiary; 5371 (e) Investments in cash, Cash Equivalents or Investment Grade Securities; 5372 (f) Investments in receivables owing to the Borrower or any Restricted Subsidiary 5373 created or acquired in the ordinary course of business or consistent with past practices; 5374 (g) Investments in payroll, travel and similar advances to cover matters that are ex-5375 pected at the time of such advances ultimately to be treated as expenses for accounting purposes 5376 and that are made in the ordinary course of business or consistent with past practices; 5377 (h) Management Advances; 5378 (i) Investments received in settlement of debts created in the ordinary course or con-5379 sistent with past practices of business and owing to the Borrower or any Restricted Subsidiary or 5380 in exchange for any other Investment or accounts receivable held by the Borrower or any such 5381 Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in 5382 satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement includ-5383 ing upon the bankruptcy or insolvency of a debtor or otherwise with respect to any secured In-5384 vestment or other transfer of title with respect to any secured Investment in default; 5385 (j) Investments made as a result of the receipt of non-cash consideration from a sale 5386 or other disposition of property or assets; 5387

 
-119- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (k) Hedging Agreements, which transactions or obligations are Incurred in compli-5388 ance with Section 8.1; 5389 (l) pledges or deposits with respect to leases or utilities provided to third parties in 5390 the ordinary course of business or Liens permitted under Section 8.2; 5391 (m) any Investment to the extent made using Stock of Borrower (other than Disquali-5392 fied Stock) or stock of any parent entity as consideration; 5393 (n) [reserved]; 5394 (o) Investments consisting of purchases and acquisitions of inventory, supplies, ma-5395 terials and equipment or licenses or leases of intellectual property, in any case, in the ordinary 5396 course of business and in accordance with this Agreement; 5397 (p) (i) Guaranty Obligations not prohibited by Section 8.1 and (other than with re-5398 spect to Indebtedness) guarantees, keepwells and similar arrangements in the ordinary course of 5399 business, and (ii) performance guarantees with respect to obligations that are permitted by this 5400 Agreement; 5401 (q) Investments consisting of earnest money deposits required in connection with a 5402 purchase agreement, or letter of intent, or other acquisitions to the extent not otherwise prohibited 5403 by this Agreement; 5404 (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of an 5405 entity merged or amalgamated into the Borrower or merged or amalgamated into or consolidated 5406 with a Subsidiary after the Closing Date to the extent that such Investments were not made in 5407 contemplation of or in connection with such acquisition, merger, amalgamation or consolidation 5408 and were in existence on the date of such acquisition, merger, amalgamation or consolidation; 5409 (s) Investments consisting of licensing or contribution of intellectual property pursu-5410 ant to joint marketing arrangements with other Persons; 5411 (t) contributions to a “rabbi” trust for the benefit of employees or other grantor trust 5412 subject to claims of creditors in the case of a bankruptcy of the Borrower; 5413 (u) Investments in joint ventures and similar entities and Unrestricted Subsidiaries 5414 having an aggregate fair market value, when taken together with all other Investments made pur-5415 suant to this clause that are at the time outstanding, not to exceed the greater of $30.0 million and 5416 3.25% of Total Assets at the time of such Investment (with the fair market value of each Invest-5417 ment being measured at the time made and without giving effect to subsequent changes in value); 5418 provided that the terms of any shareholder agreement or similar arrangements (including joint 5419 venture agreements) relating to any such joint venture invested in pursuant to this clause (u) shall 5420 not prohibit the pledge of Stock and Stock Equivalents of such joint venture to the Administrative 5421 Agent, for the benefit of the Secured Parties, and any such Stock and Stock Equivalents shall be 5422 delivered to the Administrative Agent in accordance with Section 7.11; 5423 (v) additional Investments having an aggregate fair market value, taken together with 5424 all other Investments made pursuant to this clause (v) that are at that time outstanding, not to ex-5425 ceed the greater of $30.0 million and 3.25% of Total Assets (with the fair market value of each 5426 Investment being measured at the time made and without giving effect to subsequent changes in 5427

 
-120- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 value) plus the amount of any distributions, dividends, payments or other returns in respect of 5428 such Investments; 5429 (w) Investments in connection with the Transaction; 5430 (x) the Permitted Joint Venture; and 5431 (y) other Investments so long as (x) no Default or Event of Default has occurred and 5432 is continuing (or would result therefrom) and (y) the Total Net Leverage Ratio, calculated on a 5433 Pro Forma Basis after giving effect to such Investments and the Incurrence of any Indebtedness in 5434 connection therewith would be no greater than 4.00:1.00 for the most recently ended Test Period. 5435 Section 8.4 Asset Sales. Neither the Borrower nor any Restricted Subsidiary shall Sell any of 5436 its property (other than cash) or issue shares of its own Stock, except for the following: 5437 (a) Dispositions of property to the Borrower or any Restricted Subsidiary; provided 5438 that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan 5439 Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Sec-5440 tion 8.3; 5441 (b) Sales of Cash Equivalents or Investment Grade Securities; 5442 (c) Sales of inventory, goods, products and immaterial assets or other assets in the 5443 ordinary course of business or consistent with past practice (including allowing any registrations 5444 or any applications for registrations of any intellectual property rights to lapse or go abandoned in 5445 the ordinary course of business or consistent with past practice); 5446 (d) a disposition of obsolete, surplus or worn out property, equipment or other assets 5447 or property, equipment or other assets that are no longer used or useful in the conduct of the busi-5448 ness of the Borrower and its Subsidiaries; 5449 (e) any dispositions of Stock, properties or assets in a single transaction or series of 5450 related transactions with a fair market value (as determined in good faith by the Borrower) of less 5451 than $10.0 million; 5452 (f) an issuance of Stock by a Restricted Subsidiary to the Borrower or to another Re-5453 stricted Subsidiary or as part of or pursuant to an equity incentive or compensation plan approved 5454 by the Board of Directors; 5455 (g) transfer of the Radio Station Licenses and FCC Licenses to a License Subsidiary 5456 pursuant to Section 7.12; 5457 (h) any Restricted Payment that is permitted to be made, and is made, under Sec-5458 tion 8.5 and the making of any Investment permitted under Section 8.3; 5459 (i) dispositions in connection with Liens permitted under Section 8.2; 5460 (j) dispositions of receivables in connection with the compromise, settlement or col-5461 lection thereof in the ordinary course of business or consistent with past practice or in bankruptcy 5462 or similar proceedings and exclusive of factoring or similar arrangement; 5463

 
-121- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (k) the licensing or sub-licensing of intellectual property or other general intangibles 5464 and licenses, sub-licenses, leases or subleases of other property, in each case, in the ordinary 5465 course of business or consistent with past practice; 5466 (l) foreclosure, condemnation or any similar action with respect to any property or 5467 other assets; 5468 (m) the sale or discount (with or without recourse, and on customary or commercially 5469 reasonable terms and for credit management purposes) of accounts receivable or notes receivable 5470 arising in the ordinary course of business or consistent with past practice, or the conversion or ex-5471 change of accounts receivable for notes receivable; 5472 (n) any disposition of Stock, Indebtedness or other securities of an Unrestricted Sub-5473 sidiary (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash 5474 Equivalents) or a Restricted Subsidiary that owns an Unrestricted Subsidiary so long as such Re-5475 stricted Subsidiary owns no assets other than the Stock of such an Unrestricted Subsidiary); 5476 (o) any disposition of Stock of a Restricted Subsidiary pursuant to an agreement or 5477 other obligation with or to a Person (other than the Borrower or a Restricted Subsidiary) from 5478 whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary ac-5479 quired its business and assets (having been newly formed in connection with such acquisition), 5480 made as part of such acquisition and in each case comprising all or a portion of the consideration 5481 in respect of such sale or acquisition; 5482 (p) [reserved]; 5483 (q) any financing transaction with respect to property constructed, acquired, re-5484 placed, repaired or improved (including any reconstruction, refurbishment, renovation and/or de-5485 velopment of real property) by the Borrower or any Subsidiary after the Closing Date, including 5486 Sale and Leaseback Transactions and asset securitizations, permitted hereunder; 5487 (r) dispositions of Investments in joint ventures to the extent required by, or made 5488 pursuant to customary buy/sell arrangements between, the parties to such joint venture set forth in 5489 joint venture arrangements and similar binding arrangements; 5490 (s) any surrender or waiver of contract rights or the settlement, release or surrender 5491 of contract, tort or other claims of any kind; 5492 (t) the unwinding of any Hedging Agreement pursuant to its terms; 5493 (u) dispositions of non-core assets (a) acquired in connection with any acquisition 5494 permitted under this Agreement or any Investment permitted under Section 8.3 or (b) with a fair 5495 market value not in excess of $20.0 million in the aggregate when taken together with all other 5496 dispositions pursuant to this clause (b); 5497 (v) [reserved]; 5498 (w) [reserved]; 5499

 
-122- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (x) any swap of assets in exchange for services or other assets in the ordinary course 5500 of business of comparable or greater value or usefulness to the business as determined in good 5501 faith by the Borrower; 5502 (y) leasing certain real property locations on which certain towers are located to GTP 5503 Structures II, LLC (“GTP”), a Delaware limited liability company, pursuant to that certain Lease 5504 Servicing Agreement, dated as of March 22, 2012, by and between GTP and the Borrower, as the 5505 same may be amended, restated, amended and restated, supplemented, extended, renewed or oth-5506 erwise modified from time to time); 5507 (z) the sale or discount (with or without recourse, and on customary or commercially 5508 reasonable terms and for credit management purposes) of accounts receivable or notes receivable 5509 arising in the ordinary course of business, or the conversion or exchange of accounts receivable 5510 for notes receivable; 5511 (aa) the abandonment or other disposition of Intellectual Property that is, in the rea-5512 sonable judgment of such Restricted Subsidiary, no longer material to the operation of its busi-5513 ness or otherwise of material value (including without limitation Intellectual Property that has ex-5514 pired on its own terms with no right to renew); 5515 (bb) Sales of property to the extent that (i) such property is exchanged for credit 5516 against the purchase price of similar property or (ii) the proceeds of such Sale are promptly ap-5517 plied to the purchase price of such similar property; 5518 (cc) Sales constituting Restricted Payments, Permitted Liens and Permitted Invest-5519 ments and fundamental changes permitted by Section 8.7 but only to the extent that any such Re-5520 stricted Payment, Permitted Lien, Permitted Investment or fundamental change was permitted 5521 without reference to this clause (cc); 5522 (dd) Sales resulting from Property Loss Events and transfers of property that has suf-5523 fered a Property Loss Event (constituting a total loss or constructive total loss of such proper-5524 ty) upon receipt of the Net Cash Proceeds of such Property Loss Event; 5525 (ee) as long as no Default or Event of Default is continuing or would result therefrom, 5526 any Sale of property (other than as part of a Sale and Leaseback Transaction) by any Loan Party 5527 so long as (i) the Borrower or Restricted Subsidiary, as the case may be, receives consideration 5528 (including by way of relief from, or by any other Person assuming responsibility for, any liabili-5529 ties, contingent or otherwise) at least equal to the fair market value (such fair market value to be 5530 determined on the date of contractually agreeing to such Sale), as determined in good faith by the 5531 Board of Directors of the applicable Loan Party, of the shares and assets subject to such Sale, (ii) 5532 in any such Sale, or series of related Sales, at least 75% of the consideration from such Sale (in-5533 cluding by way of relief from, or by any other Person assuming responsibility for, any liabilities, 5534 contingent or otherwise) received by the Borrower or such Restricted Subsidiary, as the case may 5535 be, is in the form of cash or Cash Equivalents or Designated Non-Cash Considerations to the ex-5536 tent that all Designated Non-Cash Considerations at such time does not exceed the greater of (x) 5537 $20,000,000 and (y) 2.25% of Total Assets (with the fair market value of each item of Designated 5538 Non-Cash Consideration being measured at the time received and without giving effect to subse-5539 quent changes in value) and (iii) the Net Cash Proceeds are applied as set forth in Section 2.8 as 5540 and when required thereby; provided, however, that the aggregate consideration received for all 5541 Sales pursuant to this clause (ee) shall not exceed $5,000,000; 5542

 
-123- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (ff) so long as no Default or Event of Default is continuing or would result therefrom, 5543 any Permitted Asset Swap by any Loan Party so long as the Borrower or Subsidiary, as the case 5544 may be, receives consideration (including by way of relief from, or by any other Person assuming 5545 responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value 5546 (such fair market value to be determined on the date of contractually agreeing to such Permitted 5547 Asset Swap), as determined in good faith by the Board of Directors of the applicable Loan Party, 5548 of the shares and assets subject to such Permitted Asset Swap; provided, however, that the aggre-5549 gate value of Permitted Asset Swaps pursuant to this clause (ff) shall not exceed $25,000,000 in 5550 the aggregate in any calendar year; and 5551 (gg) so long as no Default or Event of Default is continuing or would result therefrom, 5552 any other Sale of property (other than as part of a Sale and Leaseback Transaction) of any Loan 5553 Party for fair market value (such fair market value to be determined on the date of contractually 5554 agreeing to such Sale), as determined in good faith by the Board of Directors of the applicable 5555 Loan Party, of the shares and assets subject to such Sale; provided, however that the aggregate 5556 consideration received for all Sales pursuant to this clause (gg) shall not exceed $10,000,000 in 5557 any calendar year and $50,000,000 in the aggregate. 5558 Section 8.5 Restricted Payments. The Borrower will not, and will not permit any of its Re-5559 stricted Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Re-5560 stricted Payment except for the following: 5561 (a) (i) Restricted Payments (A) by any Group Member that is a Loan Party to any 5562 Loan Party and (B) by any Group Member that is not a Loan Party to any Group Member and (ii) 5563 dividends and distributions by any Subsidiary of the Borrower that is not a Loan Party to any 5564 holder of its Stock, to the extent made to all such holders ratably according to their ownership in-5565 terests in such Stock; 5566 (b) dividends and distributions declared and paid on the common Stock of any Re-5567 stricted Subsidiary ratably to the holders of such common Stock and payable only in common 5568 Stock of such Restricted Subsidiary; 5569 (c) Restricted Payments in an aggregate amount not to exceed the portion, if any, of 5570 the Available Amount on the date of such Restricted Payment that the Borrower elects to apply to 5571 this clause (c), such election to be specified in a written notice of a Responsible Officer of the 5572 Borrower calculating in reasonable detail the amount of Available Amount immediately prior to 5573 such election and the amount thereof elected to be so applied, provided that (A) the Total Net 5574 Leverage Ratio of the Borrower and its Restricted Subsidiaries determined on a Pro Forma Basis 5575 as of the last day of the most recently ended Fiscal Quarter for which financial statements were 5576 required to have been delivered pursuant to Section 6.1(b) or (c), as applicable, as if such Re-5577 stricted Payment had been made on the last day of such Fiscal Quarter, is equal to or less than 5578 5.40:1.00 and (B) no Default or Event of Default has occurred and is continuing (or would result 5579 therefrom); 5580 (d) the payment of any dividend or distribution within 60 days after the date of dec-5581 laration thereof, if at the date of declaration such payment would have complied with the provi-5582 sions of this Agreement or the redemption, repurchase or retirement of Indebtedness if, at the date 5583 of any redemption notice, such payment would have complied with the provisions of this Agree-5584 ment; 5585

 
-124- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (e) a Restricted Payment to pay for the repurchase, redemption or other acquisition 5586 or retirement for value of Stock (other than Disqualified Stock) (“Refunding Capital Stock”) of 5587 the Borrower or of any Parent Entity held by any future, present or former employee, director or 5588 consultant of the Borrower, any of its Restricted Subsidiaries or of any Parent Entity (or permitted 5589 transferees, assigns, estates, trusts or heirs of such employee, director or consultant) either pursu-5590 ant to any management equity plan or stock option plan or any other management or employee 5591 benefit plan or agreement or upon the termination of such employee, director or consultant’s em-5592 ployment or directorship; provided, however, that the aggregate Restricted Payments made under 5593 this clause do not exceed $10.0 million in any calendar year (with unused amounts in any calen-5594 dar year being carried over to succeeding calendar years subject to a maximum of $20.0 million 5595 in any calendar year); provided further that such amount in any calendar year may be increased 5596 by an amount not to exceed: 5597 (i) the cash proceeds from the sale of Stock (other than Disqualified Stock) 5598 of the Borrower and, to the extent contributed to the capital of the Borrower (other than 5599 through the issuance of Disqualified Stock), Stock of any Parent Entity, in each case to 5600 members of management, directors or consultants of the Borrower, any of its Restricted 5601 Subsidiaries or any Parent Entity that occurred after the Closing Date; plus 5602 (ii) the cash proceeds of key man life insurance policies received by the Bor-5603 rower and its Restricted Subsidiaries after the Closing Date; less 5604 (iii) the amount of any Restricted Payments made in previous calendar years 5605 pursuant to clauses (i) and (ii) of this clause (e); 5606 and provided further that cancellation of Indebtedness owing to the Borrower or any Restricted 5607 Subsidiary from any future, present or former members of management, directors, employees or 5608 consultants of the Borrower or any Parent Entity or Restricted Subsidiaries in connection with a 5609 repurchase of Stock of the Borrower or any Parent Entity will not be deemed to constitute a Re-5610 stricted Payment for purposes of this covenant or any other provision of this Agreement; 5611 (f) the declaration and payment of dividends on Disqualified Stock or Preferred 5612 Stock of a Restricted Subsidiary, incurred in accordance with Section 8.1; 5613 (g) purchases, repurchases, redemptions, defeasances or other acquisitions or retire-5614 ments of Stock deemed to occur upon the exercise of stock options, warrants or other rights in re-5615 spect thereof if such Stock represents a portion of the exercise price thereof; 5616 (h) dividends, loans, advances or distributions to any Parent Entity or other payments 5617 by the Borrower or any Restricted Subsidiary in amounts equal to (without duplication): 5618 (i) the amounts required for any Parent Entity to pay any Parent Entity Ex-5619 penses; or 5620 (ii) amounts constituting or to be used for purposes of making payments to 5621 the extent specified in clauses (c), (d), (f) and (k) of Section 8.9; 5622 (i) the declaration and payment by the Borrower of, dividends on the common stock 5623 or common equity interests of the Borrower or any Parent Company following a public offering 5624 of such common stock or common equity interests, in an amount not to exceed 6% of the pro-5625 ceeds received by or contributed to the Borrower in or from any public offering in any fiscal year; 5626

 
-125- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (j) payments by the Borrower, or loans, advances, dividends or distributions to any 5627 Parent Entity to make payments, to holders of Stock of the Borrower or any Parent Entity in lieu 5628 of the issuance of fractional shares of such Stock, provided, however, that any such payment, 5629 loan, advance, dividend or distribution shall not be for the purpose of evading any limitation of 5630 this covenant or otherwise to facilitate any dividend or other return of capital to the holders of 5631 such Stock (as determined in good faith by the Board of Directors); 5632 (k) Restricted Payments that are made with Excluded Contributions; 5633 (l) (i) the declaration and payment of dividends on Designated Preferred Stock of 5634 the Borrower issued after the Closing Date; and (ii) the declaration and payment of dividends on 5635 Refunding Stock that is Preferred Stock; provided, however, that, in the case of clause (i), the 5636 amount of all dividends declared or paid pursuant to this clause shall not exceed the Net Cash 5637 Proceeds received by the Borrower or the aggregate amount contributed in cash to the equity 5638 (other than through the issuance of Disqualified Stock by, or an Excluded Contribution or Speci-5639 fied Equity Contribution to, the Borrower), from the issuance or sale of such Designated Pre-5640 ferred Stock; provided further, in the case of clauses (i) and (ii), that for the most recently ended 5641 four fiscal quarters for which internal financial statements are available immediately preceding 5642 the date of issuance of such Designated Preferred Stock or declaration of such dividends on such 5643 Refunding Capital Stock, after giving effect to such payment on a pro forma basis the Total Net 5644 Leverage Ratio of the Borrower and its Restricted Subsidiaries calculated on a Pro Forma Basis is 5645 no greater than 6.00:1.00. 5646 (m) dividends or other distributions of Stock of, or Indebtedness owed to the Borrow-5647 er or a Restricted Subsidiary by, Unrestricted Subsidiaries (unless the Unrestricted Subsidiary’s 5648 principal asset is cash or Cash Equivalents); 5649 (n) Permitted Tax Distributions; 5650 (o) any Restricted Payment made in connection with the Transactions and any costs 5651 and expenses (including all legal, accounting and other professional fees and expenses) related 5652 thereto or used to fund amounts owed to Affiliates in connection with the Transactions (including 5653 dividends to any Parent Entity of the Borrower to permit payment by such Parent Entity of such 5654 amounts); 5655 (p) so long as no Default or Event of Default has occurred and is continuing (or 5656 would result therefrom), any Restricted Payments, so long as, immediately after giving pro forma 5657 effect to the payment of any such Restricted Payment and the Incurrence of any Indebtedness the 5658 net proceeds of which are used to make such Restricted Payment, the Total Net Leverage Ratio 5659 shall be no greater than 4.00:1.00; 5660 (q) [reserved]; 5661 (r) so long as no Default or Event of Default has occurred and is continuing (or 5662 would result therefrom), mandatory redemptions of Disqualified Stock issued as a Restricted 5663 Payment or as consideration for a Permitted Investment; provided that the amount of such re-5664 demptions are no greater than the amount that constituted a Restricted Payment or Permitted In-5665 vestment; 5666 (s) any purchase, repurchase, redemption, defeasance or other acquisition or retire-5667 ment of Preferred Stock of the Borrower or any Restricted Subsidiary made by exchange for or 5668

 
-126- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 out of the proceeds of the substantially concurrent sale of Preferred Stock of the Borrower or any 5669 Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to Section 5670 8.1; provided that any such Preferred Stock shall not mature or otherwise be mandatorily redeem-5671 able prior to the date that is 180 days after the Latest Maturity Date then in effect; and 5672 (t) so long as no Default or Event of Default has occurred and is continuing (or 5673 would result from), Restricted Payments (including loans or advances) in an aggregate amount 5674 outstanding at the time made not to exceed $25.0 million. 5675 For purposes of determining compliance with this Section 8.5, in the event that a Re-5676 stricted Payment is permitted pursuant to this Section 8.5, the Borrower will be entitled to classify such 5677 Restricted Payment (or portion thereof) on the date of its payment or later reclassify such Restricted Pay-5678 ment (or portion thereof) in any manner that complies with this covenant. 5679 The amount of all Restricted Payments (other than cash) shall be the fair market value on 5680 the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued 5681 by the Borrower or such Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair 5682 market value of any cash Restricted Payment shall be their face amount, and the fair market value of any 5683 non-cash Restricted Payment, property or assets other than cash shall be determined conclusively by the 5684 board of directors of the Borrower acting in good faith. 5685 Section 8.6 Prepayment of Indebtedness. Neither the Borrower nor any Restricted Subsidi-5686 ary shall (x) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof 5687 any Subordinated Debt, the Senior Notes or any Indebtedness Incurred pursuant to Section 8.1(q), (y) set 5688 apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a simi-5689 lar fund or otherwise, or (z) make any payment in violation of any subordination terms of any Subordinat-5690 ed Debt; provided, however, that Borrower and each Restricted Subsidiary may, to the extent otherwise 5691 permitted by the Loan Documents, do each of the following: 5692 (a) consummate a Permitted Refinancing (which for the avoidance of doubt shall in-5693 clude any Permitted Refinancing with respect to any Indebtedness) or exchange any such Indebt-5694 edness for Stock or repurchase or repay such Indebtedness with the proceeds of Stock; 5695 (b) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled ma-5696 turity thereof (or set apart any property for such purpose) (A) in the case of any Group Member 5697 that is not a Loan Party, any Indebtedness owing by such Group Member to any other Group 5698 Member and (B) otherwise, any Indebtedness owing to any Loan Party; 5699 (c) make regularly scheduled or otherwise required repayments or redemptions of 5700 such Indebtedness but only, in the case of Subordinated Debt, to the extent permitted by the sub-5701 ordination provisions thereof or relating thereto; 5702 (d) make prepayments, redemptions, purchases, defeasances or other satisfactions of 5703 any such Indebtedness in an aggregate amount not to exceed the portion, if any, of the Available 5704 Amount on the date of such election that the Borrower elects to apply to this Section 8.6(d); pro-5705 vided, however, that the Borrower may take such actions pursuant to this Section 8.6(d) only if (i) 5706 no Default or Event of Default has occurred and is continuing immediately prior to or after giving 5707 effect thereto and (ii) immediately prior to or after giving effect thereto, the Total Net Leverage 5708 Ratio of the Borrower and its Restricted Subsidiaries determined on a Pro Forma Basis is equal to 5709 or less than 5.40 to 1.00; and 5710

 
-127- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (e) make other prepayments, redemptions, purchases, defeasances or other satisfac-5711 tions of any such Indebtedness so long as (x) no Default or Event of Default has occurred and is 5712 continuing (or would result therefrom) and (y) the Total Net Leverage Ratio, calculated on a Pro 5713 Forma Basis would be no greater than 4.00:1.00 for the most recently ended Test Period. 5714 Section 8.7 Fundamental Changes. Neither the Borrower nor any Restricted Subsidiary shall 5715 (a) merge, consolidate or amalgamate with any Person, (b) acquire all or substantially all of the Stock or 5716 Stock Equivalents of any Person or (c) acquire any brand or all or substantially all of the assets of any 5717 Person or all or substantially all of the assets constituting any line of business, division, branch, operating 5718 division or other unit operation of any Person, in each case except for the following: (x) to consummate 5719 any Permitted Acquisition, or Permitted Investment or any Sale permitted by Section 8.4, (y) the merger, 5720 consolidation or amalgamation of any Restricted Subsidiary of the Borrower into any Loan Party and (z) 5721 the merger, consolidation or amalgamation of any Restricted Subsidiary for the sole purpose, and with the 5722 sole material effect, of changing its State of organization within the United States; provided, however, 5723 that (A) in the case of any merger, consolidation or amalgamation involving the Borrower, the Borrower 5724 shall be the surviving Person and (B) in the case of any merger, consolidation or amalgamation involving 5725 any other Loan Party, a Loan Party shall be the surviving corporation and all actions required to maintain 5726 the perfection of the Lien of the Administrative Agent on the Stock or property of such Loan Party shall 5727 have been made; provided, further, that in no event shall any Loan Party merge with Townsquare Media, 5728 LLC. 5729 Section 8.8 Change in Nature of Business. Neither the Borrower nor any Restricted Subsidi-5730 ary shall carry on any business, operations or activities (whether directly, through a joint venture, in con-5731 nection with a Permitted Acquisition or otherwise) other than the Business. 5732 Section 8.9 Transactions with Affiliates. The Borrower will not, and will not permit any of 5733 its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the 5734 purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the 5735 Borrower (an “Affiliate Transaction”) involving aggregate value in excess of $10.0 million unless: 5736 (a) (i) the terms of such Affiliate Transaction taken as a whole are not materially less 5737 favorable to the Borrower or such Subsidiary, as the case may be, than those that could be ob-5738 tained in a comparable transaction at the time of such transaction or the execution of the agree-5739 ment providing for such transaction in arm’s length dealings with a Person who is not such an Af-5740 filiate, and (ii) in the event such Affiliate Transaction involves an aggregate value in excess of 5741 $20.0 million the terms of such transaction have been approved by a majority of the members of 5742 the Board of Directors; provided that any Affiliate Transaction shall be deemed to have satisfied 5743 the requirements set forth in subclause (ii) of this clause (a) if such Affiliate Transaction is ap-5744 proved by a majority of the Disinterested Directors, if any; 5745 (b) any Restricted Payment permitted to be made pursuant to Section 8.5 or any 5746 Permitted Investment; 5747 (c) any issuance or sale of Stock, options, other equity-related interests or other secu-5748 rities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the 5749 funding of, or entering into, or maintenance of, any employment, consulting, collective bargain-5750 ing or benefit plan, program, agreement or arrangement, related trust or other similar agreement 5751 and other compensation arrangements, options, warrants or other rights to purchase Stock of the 5752 Borrower or any Restricted Subsidiary or any Parent Entity, restricted stock plans, long-term in-5753 centive plans, stock appreciation rights plans, participation plans or similar employee benefits or 5754 consultants’ plans (including valuation, health, insurance, deferred compensation, severance, re-5755

 
-128- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 tirement, savings or similar plans, programs or arrangements) or indemnities provided on behalf 5756 of officers, employees, directors or consultants approved by the Board of Directors of the Bor-5757 rower, in each case in the ordinary course of business or consistent with past practice; 5758 (d) any Management Advances and any waiver or transaction with respect thereto; 5759 (e) any transaction between or among the Borrower and any Restricted Subsidiary 5760 (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or 5761 among Restricted Subsidiaries; 5762 (f) the payment of compensation, reasonable fees and reimbursement of expenses to, 5763 and customary indemnities (including under customary insurance policies) and employee benefit 5764 and pension expenses provided on behalf of, directors, officers, consultants or employees of the 5765 Borrower or any Restricted Subsidiary (whether directly or indirectly and including through any 5766 Person owned or controlled by any of such directors, officers or employees); 5767 (g) the entry into and performance of obligations of the Borrower or any of its Sub-5768 sidiaries under the terms of any transaction arising out of, and any payments pursuant to or for 5769 purposes of funding, any agreement or instrument in effect as of or on the Closing Date, as these 5770 agreements and instruments may be amended, modified, supplemented, extended, renewed or re-5771 financed from time to time in accordance with the other terms of this Section 8.9 or to the extent 5772 not more disadvantageous to the Secured Parties in any material respect; 5773 (h) [reserved]; 5774 (i) transactions with customers, clients, suppliers or purchasers or sellers of goods or 5775 services, in each case in the ordinary course of business or consistent with past practice, which 5776 are fair to the Borrower or the relevant Restricted Subsidiary in the reasonable determination of 5777 the Board of Directors or the senior management of the Borrower or the relevant Restricted Sub-5778 sidiary, or are on terms no less favorable than those that could reasonably have been obtained at 5779 such time from an unaffiliated party; 5780 (j) [reserved]; 5781 (k) any transaction between or among the Borrower or any Restricted Subsidiary and 5782 any Affiliate of the Borrower or an Associate or similar entity that would constitute an Affiliate 5783 Transaction solely because the Borrower or a Restricted Subsidiary owns an equity interest in or 5784 otherwise controls such Affiliate, Associate or similar entity; 5785 (l) issuances or sales of Stock permitted under Section 8.5; 5786 (m) as long as no Default or Event of Default is continuing or would result therefrom, 5787 without duplication in respect of payments made pursuant to clause (n) below, (i) payments by 5788 the Borrower of any Restricted Subsidiary to any Permitted Investor (whether directly or indirect-5789 ly) of customary annual management, consulting, monitoring, refinancing, subsequent transaction 5790 exit fees, or advisory fees and related costs and expenses and indemnitees in connection therewith 5791 in an amount not to exceed $2,000,000 per year and (ii) customary payments by the Borrower or 5792 any Restricted Subsidiary to any Permitted Investor (whether directly or indirectly, including 5793 through any Parent Entity) for financial advisory, financing, underwriting or placement services 5794 or in respect of other investment banking activities, including in connection with acquisitions or 5795 divestitures, which payments are approved by a majority of the Board of Directors in good faith; 5796

 
-129- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (n) payment to any Permitted Investor of all reasonable out of pocket expenses In-5797 curred by such Permitted Investor in connection with its direct or indirect investment in the Bor-5798 rower and its Restricted Subsidiaries; 5799 (o) the Transactions and the payment of all costs and expenses (including all legal, 5800 accounting and other professional fees and expenses) related to the Transactions; 5801 (p) transactions involving an aggregate value in excess of $10,000,000, in which (i) 5802 the terms of such transaction have been approved by a majority of the members of the Board of 5803 Directors; provided that any Affiliate Transaction shall be deemed to have satisfied the require-5804 ments set forth in clause (i) of this clause (p) if such Affiliate Transaction is approved by a major-5805 ity of the Disinterested Directors, if any, and (ii) the Borrower or any Restricted Subsidiary, as 5806 the case may be, delivers to the Administrative Agent a letter from an Independent Financial Ad-5807 visor stating that either the terms of such transaction satisfy the requirements of subclause (a)(i) 5808 of this Section 8.9 or that such transaction is fair to the Borrower or such Restricted Subsidiary 5809 from a financial point of view; 5810 (q) the existence of, or the performance by the Borrower or any Restricted Subsidi-5811 ary of its obligations under the terms of, any equityholders agreement (including any registration 5812 rights agreement or purchase agreements related thereto) to which it is party as of the Closing 5813 Date and that is set forth on Schedule 8.9; provided, however, that the existence of, or the per-5814 formance by the Borrower or any Restricted Subsidiary of its obligations under any future 5815 amendment to the equityholders’ agreement or under any similar agreement entered into after the 5816 Closing Date will only be permitted under this clause to the extent that the terms of any such 5817 amendment or new agreement are not otherwise disadvantageous to Secured Parties in any mate-5818 rial respects; 5819 (r) investments by Affiliates in securities of the Borrower or any of its Restricted 5820 Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such Affiliates in 5821 connection therewith) so long as the investment is being offered by the Borrower or such Re-5822 stricted Subsidiary generally to other non-affiliated third party investors on the same or more fa-5823 vorable terms and (ii) payments to Affiliates in respect of securities of the Borrower or any of its 5824 Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from 5825 Persons other than the Borrower and its Restricted Subsidiaries, in each case, in accordance with 5826 the terms of such securities; 5827 (s) [reserved]; and 5828 (t) any transaction between the Borrower and its Restricted Subsidiaries and 5829 Townsquare Management Company, LLC for the provision of management services by 5830 Townsquare Management Company, LLC in the ordinary course of business consistent with past 5831 practice pursuant to an agreement provided to the Administrative Agent in each case where all 5832 amounts are included in the Consolidated Net Income of the Borrower and its Subsidiaries. 5833 Section 8.10 Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Pay-5834 ments. Neither the Borrower nor any Restricted Subsidiary shall incur or otherwise suffer to exist or be-5835 come effective or remain liable on or responsible for any Contractual Obligation limiting the ability of (a) 5836 any Subsidiary of the Borrower to make Restricted Payments to, or Investments in, or repay Indebtedness 5837 or otherwise Sell property to, any Restricted Subsidiary or (b) any Restricted Subsidiary to incur or suffer 5838 to exist any Lien upon any property of any Restricted Subsidiary, whether now owned or hereafter ac-5839 quired, securing any of its Obligations (including any “equal and ratable” clause and any similar Contrac-5840

 
-130- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 tual Obligation requiring, when a Lien is granted on any property, another Lien to be granted on such 5841 property or any other property), except, for each of clauses (a) and (b) above, (i) pursuant to the Loan 5842 Documents, (ii) limitations on Liens (other than those securing any Obligation) on any property whose 5843 acquisition, repair, improvement or construction is financed by purchase money Indebtedness, Capitalized 5844 Lease Obligations or Permitted Refinancings permitted hereunder in reliance upon Section 8.1(b) or (c) 5845 set forth in the Contractual Obligations governing such Indebtedness, Capitalized Lease Obligations or 5846 Permitted Refinancing or Guaranty Obligations with respect thereto, (iii) (x) which exist on the Closing 5847 Date and (to the extent not otherwise permitted by this Section 8.10) and (y) to the extent Contractual Ob-5848 ligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness or are set forth in 5849 any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness, (iv) are 5850 binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long 5851 as such Contractual Obligations were not entered into in contemplation of such Person becoming a Sub-5852 sidiary of the Borrower, (v) are set forth in an agreement governing Indebtedness permitted by Sec-5853 tion 8.1, (vi) are provisions in Constituent Documents and other customary provisions in joint venture 5854 agreements and other similar agreements applicable to joint ventures or to other Persons that are not Sub-5855 sidiaries of the Borrower (to the extent the Investment in such joint venture or other Person is a Permitted 5856 Investment) that limit Liens on or transfers of the Stock of such joint venture or other Person entered into 5857 in the ordinary course of business, (vii) are customary restrictions in leases, subleases, licenses or asset 5858 sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encum-5859 brances, in each case granted to the Borrower or a Subsidiary of the Borrower by a third party in respect 5860 of real property owned by such third party) so long as such restrictions relate only to the assets (or the 5861 Borrower’s or such Subsidiary’s rights under such easement, right of way or similar right or encum-5862 brance, as applicable) subject thereto, (viii) are customary provisions restricting subletting or assignment 5863 of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, (ix) are 5864 customary provisions restricting assignment of any agreement entered into in the ordinary course of busi-5865 ness or (x) are restrictions on cash or other deposits imposed by customers under contracts entered into in 5866 the ordinary course of business. 5867 Section 8.11 Modification of Certain Documents. Neither the Borrower nor any Restricted 5868 Subsidiary shall do any of the following: 5869 (a) waive or otherwise modify any term of any Constituent Document of, or other-5870 wise change the capital structure of, Borrower or any Restricted Subsidiary (including the terms 5871 of any of their outstanding Stock or Stock Equivalents), in each case except for those modifica-5872 tions and waivers that (x) do not elect, or permit the election, to treat the Stock or Stock Equiva-5873 lents of any limited liability company (or similar entity) as certificated and (y) do not materially 5874 affect the rights and privileges of Borrower or any Restricted Subsidiary and do not materially af-5875 fect the interests of any Secured Party under the Loan Documents or in the Collateral; 5876 (b) waive or otherwise modify any term of any Subordinated Debt (or any documen-5877 tation governing any Subordinated Debt) if the effect thereof on such Subordinated Debt is to (i) 5878 increase the interest rate, (ii) change the due dates for principal or interest, other than to extend 5879 such dates, (iii) modify any default or event of default, other than to delete it or make it less re-5880 strictive, (iv) add any covenant with respect thereto that would make it more restrictive than this 5881 Agreement, (v) modify any subordination provision in a manner adverse to the Lenders, or, (vi) 5882 modify any redemption or prepayment provision, other than to extend the dates therefor or to re-5883 duce the premiums payable in connection therewith; or 5884 (c) permit any Indebtedness (other than the Obligations) to qualify as “Designated 5885 Senior Debt” (or a similar concept) under any documentation governing any Subordinated Debt 5886

 
-131- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 or permit the Obligations to cease qualifying as such or as “Senior Debt” (or a similar concept) as 5887 defined in any documentation governing any Subordinated Debt. 5888 Section 8.12 Accounting Changes; Fiscal Year. Neither the Borrower nor any Restricted Sub-5889 sidiary shall change its (a) accounting treatment or reporting practices, except as required by or permitted 5890 by GAAP or any Requirement of Law, or (b) its fiscal year or its method for determining fiscal quarters 5891 or fiscal months; provided, however, that Borrower may upon written notice to the Administrative Agent, 5892 change such fiscal year (and the fiscal year of the Restricted Subsidiaries) to any other fiscal year reason-5893 ably acceptable to the Administrative Agent. Borrower and the Administrative Agent will, and are hereby 5894 authorized by the Lenders to, make any adjustments to this Agreement and to the covenants contained 5895 herein that are that are reasonably necessary in order to reflect such change. 5896 Section 8.13 Margin Regulations. Neither the Borrower nor any Restricted Subsidiary shall 5897 use all or any portion of the proceeds of any credit extended hereunder to purchase or carry margin stock 5898 (within the meaning of Regulation U of the Federal Reserve Board) in contravention of Regulation U of 5899 the Federal Reserve Board. 5900 Section 8.14 Compliance with ERISA. No ERISA Affiliate shall cause or suffer to exist (a) 5901 any event that could reasonably be expected to result in the imposition of a Lien against the assets of a 5902 Restricted Subsidiary with respect to any Title IV Plan or Multiemployer Plan or (b) any other ERISA 5903 Event, that would reasonably be expected, in the aggregate, to have a Material Adverse Effect. 5904 Section 8.15 Hazardous Materials. Neither the Borrower nor any Restricted Subsidiary shall 5905 cause or suffer to exist any Release of any Hazardous Material at, to or from any real property owned, 5906 leased, subleased or otherwise operated or occupied by Borrower or any Restricted Subsidiary that would 5907 violate any Environmental Law, form the basis for any Environmental Liabilities or otherwise adversely 5908 affect the value or marketability of any real property (whether or not owned by Borrower or any Restrict-5909 ed Subsidiary), other than such violations, Environmental Liabilities and effects that would not, in the 5910 aggregate, have a Material Adverse Effect. 5911 Section 8.16 Local Marketing Agreements. Without the prior written consent of the Requisite 5912 Lenders, no Loan Party shall enter into any LMA under which any television or radio station owned or 5913 operated by one or more of the Loan Parties is the brokered station (i.e., the station whose time is sold or 5914 the station which receives, rather than provides, programming, management, technical or other services 5915 under such LMA). Such written consent shall not be required for a Loan Party to enter into an LMA with 5916 an Affiliate of such Loan Party in compliance with Section 8.9 or under which such Loan Party acts as the 5917 broker, provides programming, sells time on or provides management, technical or other services to a tel-5918 evision or radio station not owned by any Loan Party. 5919 Section 8.17 Operation of License Subsidiaries. So long as a License Subsidiary does not 5920 guarantee the Obligations, such License Subsidiary shall not (i) incur any Indebtedness or (ii) create, in-5921 cur, assume or suffer to exist any Liens upon any of its property, assets, income or profits, whether now 5922 owned or hereafter acquired, except Permitted Liens. 5923 Section 8.18 Compliance with Communications Laws. No Loan Party shall operate its busi-5924 nesses other than in accordance with the Communications Laws and the terms and conditions of the Radio 5925 Station Licenses, the FCC Licenses and other Permits under Communications Laws. No Loan Party shall 5926 fail to file any report or application or pay any regulatory, filing or franchise fee pertaining to the Busi-5927 ness which is required to be filed with or paid to the FCC, except where the failure to do so could not rea-5928 sonably be expected to have a Material Adverse Effect. No Loan Party shall take any action that would or 5929 could cause the FCC to institute any proceedings for the cancellation, revocation, non-renewal, short-term 5930

 
-132- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 renewal or adverse modification of any of the Radio Station Licenses or FCC Licenses or take or permit 5931 to be taken any other action within its control that would or could result in non-compliance with the re-5932 quirements of the Communications Laws if, in either case, to take or permit to be taken any such action 5933 could reasonably be expected to have a Material Adverse Effect. 5934 ARTICLE 9 5935 5936 EVENTS OF DEFAULT 5937 Section 9.1 Definition. Each of the following shall be an “Event of Default”: 5938 (a) the Borrower shall fail to pay (i) any principal of any Loan or any 5939 L/C Reimbursement Obligation when the same becomes due and payable or (ii) any interest on 5940 any Loan, any fee under any Loan Document or any other Obligation (other than those set forth in 5941 clause (i) above) and, in the case of this clause (ii), such non-payment continues for a period of 5942 five (5) Business Days after the due date therefor; or 5943 (b) any representation, warranty or certification made or deemed made by or on be-5944 half of any Loan Party in any Loan Document or by or on behalf of any Loan Party (or any Re-5945 sponsible Officer thereof) in connection with any Loan Document (including in any document de-5946 livered in connection with any Loan Document) shall prove to have been incorrect in any material 5947 respect (or in any respect if such representation or warranty is qualified by “material” or “Materi-5948 al Adverse Effect”) when made or deemed made; or 5949 (c) any Loan Party shall fail to comply with (i) any provision of Article 5 (Financial 5950 Covenant), 6.2(a)(i) (Other Events), 7.1 (Maintenance of Corporate Existence) or Article 8 5951 (Negative Covenants), (ii) any provision of Section 6.1 (Financial Statements) and such failure 5952 shall remain unremedied for five (5) Business Days after the due date for the delivery of the ap-5953 plicable information materials thereunder or (iii) any other provision of any Loan Document if, in 5954 the case of this clause (iii), such failure shall remain unremedied for 30 days after the date on 5955 which notice thereof shall have been given to the Borrower by the Administrative Agent or the 5956 Required Lenders; provided that an Event of Default under Section 5.1 shall not constitute an 5957 Event of Default for purposes of any Term Loan unless and until the Administrative Agent (with 5958 the consent, or at the request, of the Required Revolving Credit Lenders) has actually terminated 5959 the Revolving Credit Commitments and declared all outstanding Revolving Loans to be immedi-5960 ately due and payable in accordance with this Agreement and such declaration has not been re-5961 scinded on or before such date; provided, further, that the covenant in Section 5.1 is subject to 5962 cure pursuant to Section 9.5 and an Event of Default with respect to such Section shall not occur 5963 until the expiration of the Anticipated Cure Deadline; or 5964 (d) (i) Borrower or any Restricted Subsidiary shall fail to make any payment when 5965 due or within any applicable grace period (whether due because of scheduled maturity, required 5966 prepayment provisions, acceleration, demand or otherwise) on any Indebtedness of Borrower or 5967 any Restricted Subsidiary (other than the Obligations) and, in each case, such failure relates to 5968 Material Debt, (ii) any other event shall occur or condition shall exist under any Contractual Ob-5969 ligation relating to any such Material Debt, if the effect of such event or condition is to accelerate, 5970 or to permit the acceleration of, the maturity of such Material Debt or (iii) any such Material Debt 5971 shall become or be declared to be due and payable, or be required to be prepaid, redeemed, de-5972 feased or repurchased (other than by a regularly scheduled required prepayment), prior to the 5973 stated maturity thereof; or 5974

 
-133- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (e) (i) Borrower or any Restricted Subsidiary shall generally not pay its debts as 5975 such debts become due, shall admit in writing its inability to pay its debts generally or shall make 5976 a general assignment for the benefit of creditors, (ii) any proceeding shall be instituted by or 5977 against Borrower or any Restricted Subsidiary seeking to adjudicate it a bankrupt or insolvent or 5978 seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, com-5979 position of it or its debts or any similar order, in each case under any Requirement of Law relat-5980 ing to bankruptcy, insolvency or reorganization or relief of debtors or seeking the entry of an or-5981 der for relief or the appointment of a custodian, receiver, trustee, conservator, liquidating agent, 5982 liquidator, other similar official or other official with similar powers, in each case for it or for any 5983 substantial part of its property and, in the case of any such proceedings instituted against (but not 5984 by or with the consent of) Borrower or any Restricted Subsidiary, either such proceedings shall 5985 remain undismissed or unstayed for a period of 60 days or more or any action sought in such pro-5986 ceedings shall occur or (iii) Borrower or any Restricted Subsidiary shall take any corporate or 5987 similar action or any other action to authorize any action described in clause (i) or (ii) above; or 5988 (f) one or more judgments, orders or decrees (or other similar process) shall be ren-5989 dered against Borrower or any Restricted Subsidiary (i)(A) in the case of money judgments, or-5990 ders and decrees, involving an aggregate amount (excluding amounts adequately covered by in-5991 surance payable to Borrower or any Restricted Subsidiary, to the extent the relevant insurer has 5992 not denied coverage therefor) in excess of $30,000,000 or (B) otherwise, that would have, in the 5993 aggregate, a Material Adverse Effect and (ii)(A) enforcement proceedings shall have been com-5994 menced by any creditor upon any such judgment, order or decree or (B) such judgment, order or 5995 decree shall not have been vacated or discharged for a period of 60 consecutive days and there 5996 shall not be in effect (by reason of a pending appeal or otherwise) any stay of enforcement there-5997 of; or 5998 (g) except pursuant to a valid, binding and enforceable termination or release permit-5999 ted under the Loan Documents and executed by the Administrative Agent or as otherwise ex-6000 pressly permitted under any Loan Document, (i) any provision of any Loan Document shall, at 6001 any time after the delivery of such Loan Document, fail to be valid and binding on, or enforceable 6002 against, any Loan Party party thereto or (ii) any Loan Document purporting to grant a Lien to se-6003 cure any Obligation shall, at any time after the delivery of such Loan Document, fail to create a 6004 valid and enforceable Lien on any portion of the Collateral purported to be covered thereby with a 6005 fair market value in excess of $10,000,000, individually or in the aggregate, or such Lien shall 6006 fail or cease to be a perfected Lien with the priority required in the relevant Loan Document; or 6007 (h) there shall occur any Change of Control; or 6008 (i) there shall have occurred (i) the termination, cancellation, nonrenewal or renewal 6009 on materially adverse terms of any Radio Station License or FCC License that, in either case, 6010 would reasonably be expected to have a Material Adverse Effect or (ii) any termination, cancella-6011 tion, revocation, designation for hearing or modification of any FCC consent or approval that 6012 prevents Borrower or any Restricted Subsidiary from operating any Radio Station or portion of 6013 the Business subject to such FCC consent or approval in a manner consistent with past practice or 6014 that restricts the use by such Restricted Subsidiary of the cashflows generated thereby or requires 6015 Borrower or any Restricted Subsidiary to dispose of any Radio Station or any assets that, in any 6016 case, would reasonably be expected to have a Material Adverse Effect. 6017 Section 9.2 Remedies. During the continuance of any Event of Default, the Administrative 6018 Agent may, and, at the request of the Required Lenders (or, solely with respect to an Event of Default 6019 under Section 9.1(c) due solely to the Borrower’s failure to observe the covenant contained in Section 5.1, 6020

 
-134- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 at the request of the Required Revolving Credit Lenders or, only in accordance with the terms of Sec-6021 tion 9.1(c) and for the purposes of any Term Loans, the Term Lenders), shall, in each case by notice to the 6022 Borrower and in addition to any other right or remedy provided under any Loan Document or by any ap-6023 plicable Requirement of Law, do each of the following: (a) declare all or any portion of the Commit-6024 ments terminated, whereupon the Commitments shall immediately be reduced by such portion or, in the 6025 case of a termination in whole, shall terminate together with any obligation any Lender may have hereun-6026 der to make any Loan and any L/C Issuer may have hereunder to Issue any Letter of Credit or (b) declare 6027 immediately due and payable all or part of any Obligation arising under the Loan Documents (including 6028 any accrued but unpaid interest thereon), whereupon the same shall become immediately due and payable, 6029 without presentment, demand, protest or further notice or other requirements of any kind, all of which are 6030 hereby expressly waived by the Borrower (and, to the extent provided in any other Loan Document, other 6031 Loan Parties); provided, however, that, effective immediately upon the occurrence of the Events of De-6032 fault specified in Section 9.1(e)(ii), (x) the Commitments of each Lender to make Loans and the commit-6033 ment of each L/C Issuer to Issue Letters of Credit shall each automatically be terminated and (y) each Ob-6034 ligation arising under the Loan Documents (including in each case any accrued all accrued but unpaid 6035 interest thereon) shall automatically become and be due and payable, without presentment, demand, pro-6036 test or further notice or other requirement of any kind, all of which are hereby expressly waived by the 6037 Borrower (and, to the extent provided in any other Loan Document, any other Loan Party). 6038 Section 9.3 Actions in Respect of Letters of Credit. At any time (i) upon the Revolving 6039 Credit Termination Date, (ii) after the Revolving Credit Termination Date when the aggregate funds on 6040 deposit in L/C Cash Collateral Accounts shall be less than 103% of the L/C Obligations for all Letters of 6041 Credit at such time and (iii) as required by Section 2.12, the Borrower shall pay to the Administrative 6042 Agent in immediately available funds at the Administrative Agent’s office referred to in Section 11.11, 6043 for deposit in a L/C Cash Collateral Account, the amount required so that, after such payment, the aggre-6044 gate funds on deposit in the L/C Cash Collateral Accounts equals or exceeds 103% of the L/C Obligations 6045 for all Letters of Credit at such time (not to exceed, in the case of clause (iii) above, the payment to be 6046 applied pursuant to Section 2.12 to provide cash collateral for Letters of Credit). 6047 Section 9.4 Governmental Approvals. Notwithstanding anything to the contrary contained 6048 herein or in any other Loan Document, any foreclosure on, sale, transfer or other disposition of any Col-6049 lateral or any other action taken or proposed to be taken hereunder that would affect the operational, vot-6050 ing, or other control of any Loan Party or affect the ownership of the Radio Station Licenses or FCC Li-6051 censes shall be pursuant to the Communications Laws and, if and to the extent required thereby, subject to 6052 the prior consent of the FCC and any other applicable Governmental Authority. Notwithstanding any-6053 thing to the contrary contained herein, the Administrative Agent and the Lenders shall not take any action 6054 pursuant hereto that would constitute or result in any assignment of the Radio Station Licenses or FCC 6055 Licenses or transfer of control of any Loan Party if such assignment or transfer of control would require, 6056 under then existing law (including the Communications Laws), the prior approval of the FCC, without 6057 first obtaining such approval of the FCC and notifying the FCC of the consummation of such assignment 6058 or transfer of control (to the extent required to do so). Each Loan Party agrees to take any lawful action 6059 which the Administrative Agent may request in order to obtain and enjoy the full rights and benefits 6060 granted to the Administrative Agent and Lenders by this Agreement, including specifically, after the oc-6061 currence and during the continuance of an Event of Default, the use of such Loan Party’s best efforts to 6062 assist in obtaining any approval of the FCC and any other Governmental Authority that is then required 6063 under the Communications Laws or under any other law for any action or transaction contemplated by 6064 this Agreement, including, without limitation, the sale or transfer of Collateral. Such efforts shall include, 6065 without limitation, sharing with the Administrative Agent any FCC registration numbers, account num-6066 bers and passwords for the FCC’s electronic databases and preparing, certifying and filing (or causing to 6067 be prepared, certified and filed) with the FCC any portion of any application or applications for consent to 6068 the assignment of the Radio Station Licenses or FCC Licenses or transfer of control of any Loan Party 6069

 
-135- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 required to be filed under the Communications Laws for approval of any sale or transfer of Collateral 6070 and/or the Radio Station Licenses or FCC Licenses. 6071 Section 9.5 Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in 6072 Section 9.1, in the event of any Event of Default under the covenant set forth in Section 5.1, any equity 6073 contribution (in the form of common equity or other equity having terms reasonably acceptable to the 6074 Administrative Agent) made to the Borrower on or prior to the day that is 10 days after the day on which 6075 financial statements are required to be delivered for the fiscal quarter in which such covenant is being 6076 measured will, at the request of the Borrower (the last day of such period being the “Anticipated Cure 6077 Deadline”), be included in the calculation of Consolidated EBITDA solely for the purposes of determin-6078 ing compliance with such financial covenant at the end of such Fiscal Quarter and any subsequent period 6079 that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); pro-6080 vided that (a) the Borrower shall not be permitted to so request that a Specified Equity Contribution be 6081 included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giv-6082 ing effect to such requested Specified Equity Contribution, there will be at least two (2) Fiscal Quarters in 6083 the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, (b) the 6084 amount of any Specified Equity Contribution will be no greater than the amount required to cause the 6085 Borrower to be in compliance with the financial covenant, (c) all Specified Equity Contributions will be 6086 disregarded for all other purposes under the Loan Documents (including calculating adjusted Consolidat-6087 ed EBITDA for purposes of determining basket levels, pricing and other items governed by reference to 6088 Consolidated EBITDA), (d) there shall be no more than five (5) Specified Equity Contributions made in 6089 the aggregate after the Closing Date, and (e) any Loans prepaid with the proceeds of a Specified Equity 6090 Contribution shall be deemed outstanding for purposes of determining compliance with the financial cov-6091 enant for the then current Fiscal Quarter and the immediately succeeding three (3) Fiscal Quarters thereaf-6092 ter. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” shall mean, with re-6093 spect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and in-6094 cluding) the Fiscal Quarter in which Consolidated EBITDA will be increased as a result of such Specified 6095 Equity Contribution. Upon delivery of written notice to the Administrative Agent that the Borrower in-6096 tends to exercise its cure rights under this Section 9.5, the Borrower shall not be permitted to borrow any 6097 Revolving Loans or Swingline Loans and Letters of Credit shall not be Issued unless and until the Speci-6098 fied Equity Contribution is made or all Events of Default are waived; provided, further, that if the Speci-6099 fied Equity Contribution is not made before the expiration of the Cure Period, such Event of Default or 6100 potential Event of Default shall be deemed reinstated. 6101 Section 9.6 Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining 6102 whether a Default has occurred under clause (e) of Section 9.1, any reference in any such clause to any 6103 Restricted Subsidiary shall be deemed not to include any Immaterial Subsidiaries. 6104

 
-136- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 ARTICLE 10 6105 6106 THE ADMINISTRATIVE AGENT 6107 Section 10.1 Appointment and Duties. 6108 (a) Appointment of Administrative Agent. Each Lender and each L/C Issuer hereby 6109 appoints Royal Bank (together with any successor Administrative Agent pursuant to Section 10.9) as the 6110 Administrative Agent hereunder and authorizes the Administrative Agent to (i) execute and deliver the 6111 Loan Documents and accept delivery thereof on its behalf from Borrower or any Restricted Subsidiary, 6112 (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as 6113 are expressly delegated to the Administrative Agent under such Loan Documents and (iii) exercise such 6114 powers as are reasonably incidental thereto. 6115 (b) Duties as Collateral and Disbursing Agent. Without limiting the generality of 6116 clause (a) above, the Administrative Agent shall have the sole and exclusive right and authority (to the 6117 exclusion of the Lenders and L/C Issuers), and is hereby authorized, to (i) act as the disbursing and col-6118 lecting agent for the Lenders and the L/C Issuers with respect to all payments and collections arising in 6119 connection with the Loan Documents (including in any proceeding described in Section 9.1(e)(ii) or any 6120 other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection 6121 with any Loan Document to any Secured Party is hereby authorized to make such payment to the Admin-6122 istrative Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the 6123 claims of the Secured Parties with respect to any Obligation in any proceeding described in Sec-6124 tion 9.1(e)(ii) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or oth-6125 erwise act on behalf of such Secured Party), (iii) act as collateral agent for each Secured Party for purpos-6126 es of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) 6127 manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or 6128 desirable to maintain the perfection and priority of the Liens created or purported to be created by the 6129 Loan Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies 6130 given to the Administrative Agent and the other Secured Parties with respect to the Collateral, whether 6131 under the Loan Documents, applicable Requirements of Law or otherwise and (vii) execute any amend-6132 ment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing 6133 to such amendment, consent or waiver; provided, however, that the Administrative Agent hereby ap-6134 points, authorizes and directs each Lender and L/C Issuer to act as collateral sub-agent for the Adminis-6135 trative Agent, the Lenders and the L/C Issuers for purposes of the perfection of all Liens with respect to 6136 the Collateral, including any deposit account maintained by a Loan Party with, and cash and Cash Equiva-6137 lents held by, such Lender or L/C Issuer, and may further authorize and direct the Lenders and the 6138 L/C Issuers to take further actions as collateral sub-agents for purposes of enforcing such Liens or other-6139 wise to transfer the Collateral subject thereto to the Administrative Agent, and each Lender and 6140 L/C Issuer hereby agrees to take such further actions to the extent, and only to the extent, so authorized 6141 and directed. 6142 (c) Limited Duties. Under the Loan Documents, the Administrative Agent (i) is act-6143 ing solely on behalf of the Lenders and the L/C Issuers (except to the limited extent provided in Sec-6144 tion 2.14(b) with respect to the Register and in Section 10.11), with duties that are entirely administrative 6145 in nature, notwithstanding the use of the defined term “Administrative Agent,” the terms “agent,” “admin-6146 istrative agent” and “collateral agent” and similar terms in any Loan Document to refer to the Administra-6147 tive Agent, which terms are used for title purposes only, (ii) is not assuming any obligation under any 6148 Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for 6149 any Lender, L/C Issuer or any other Secured Party and (iii) shall have no implied functions, responsibili-6150 ties, duties, obligations or other liabilities under any Loan Document, and each Lender and L/C Issuer 6151

 
-137- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 hereby waives and agrees not to assert any claim against the Administrative Agent based on the roles, 6152 duties and legal relationships expressly disclaimed in clauses (i) through (iii) above. 6153 (d) The Administrative Agent hereby certifies that it is a U.S. branch and agrees to 6154 be treated as a U.S. person for purposes of withholding under Chapter 3 of the Code pursuant to Section 6155 1.1441-1(b)(2)(iv) of the Treasury Regulations. 6156 Section 10.2 Binding Effect. Each Lender and each L/C Issuer agrees that (i) any action taken 6157 by the Administrative Agent or the Required Lenders (or, if expressly required hereby, a greater propor-6158 tion of the Lenders) in accordance with the provisions of the Loan Documents, (ii) any action taken by the 6159 Administrative Agent in reliance upon the instructions of Required Lenders (or, where so required, such 6160 greater proportion) and (iii) the exercise by the Administrative Agent or the Required Lenders (or, where 6161 so required, such greater proportion) of the powers set forth herein or therein, together with such other 6162 powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Par-6163 ties. 6164 Section 10.3 Use of Discretion. 6165 (a) No Action without Instructions. The Administrative Agent shall not be required 6166 to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or 6167 collection, except any action it is required to take or omit to take (i) under any Loan Document or (ii) pur-6168 suant to instructions from the Required Lenders (or, where expressly required by the terms of this Agree-6169 ment, a greater proportion of the Lenders). 6170 (b) Right Not to Follow Certain Instructions. Notwithstanding clause (a) above, the 6171 Administrative Agent shall not be required to take, or to omit to take, any action (i) unless, upon demand, 6172 the Administrative Agent receives an indemnification satisfactory to it from the Lenders (or, to the extent 6173 applicable and acceptable to the Administrative Agent, any other Secured Party) against all Liabilities 6174 that, by reason of such action or omission, may be imposed on, incurred by or asserted against the Admin-6175 istrative Agent or any Related Person thereof or (ii) that is, in the opinion of the Administrative Agent or 6176 its counsel, contrary to any Loan Document or applicable Requirement of Law. 6177 Section 10.4 Delegation of Rights and Duties. The Administrative Agent may, upon any term 6178 or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or 6179 perform any of its duties or any other action with respect to, any Loan Document by or through any trus-6180 tee, co-agent, employee, attorney-in-fact and any other Person (including any Secured Party). Any such 6181 Person shall benefit from this Article 10 to the extent provided by the Administrative Agent. 6182 Section 10.5 Reliance and Liability. 6183 (a) The Administrative Agent may, without incurring any liability hereunder, (i) treat 6184 the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e), 6185 (ii) rely on the Register to the extent set forth in Section 2.14, (iii) consult with any of its Related Persons 6186 and, whether or not selected by it, any other advisors, accountants and other experts (including advisors 6187 to, and accountants and experts engaged by, any Loan Party) and (iv) rely and act upon any document and 6188 information (including those transmitted by Electronic Transmission) and any telephone message or con-6189 versation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by 6190 the appropriate parties. 6191 (b) None of the Administrative Agent and its Related Persons shall be liable for any 6192 action taken or omitted to be taken by any of them under or in connection with any Loan Document, and 6193

 
-138- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 each Lender, L/C Issuer and the Borrower hereby waive and shall not assert (and the Borrower shall cause 6194 each other Loan Party to waive and agree not to assert) any right, claim or cause of action based thereon, 6195 except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of 6196 the Administrative Agent or, as the case may be, such Related Person (each as determined in a final, non-6197 appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set 6198 forth herein. Without limiting the foregoing, the Administrative Agent: 6199 (i) shall not be responsible or otherwise incur liability for any action or omission 6200 taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of 6201 any of its Related Persons selected with reasonable care (other than employees, officers and di-6202 rectors of the Administrative Agent, when acting on behalf of the Administrative Agent); 6203 (ii) shall not be responsible to any Secured Party for the due execution, legality, va-6204 lidity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, per-6205 fection or priority of any Lien created or purported to be created under or in connection with, any 6206 Loan Document; 6207 (iii) makes no warranty or representation, and shall not be responsible, to any Secured 6208 Party for any statement, document, information, representation or warranty made or furnished by 6209 or on behalf of any Related Person or any Loan Party in connection with any Loan Document or 6210 any transaction contemplated therein or any other document or information with respect to any 6211 Loan Party, whether or not transmitted or (except for documents expressly required under any 6212 Loan Document to be transmitted to the Lenders) omitted to be transmitted by the Administrative 6213 Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature 6214 or results of any due diligence performed by the Administrative Agent in connection with the 6215 Loan Documents; and 6216 (iv) shall not have any duty to ascertain or to inquire as to the performance or ob-6217 servance of any provision of any Loan Document, whether any condition set forth in any Loan 6218 Document is satisfied or waived, as to the financial condition of any Loan Party or as to the exist-6219 ence or continuation or possible occurrence or continuation of any Default or Event of Default 6220 and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it 6221 has received a notice from the Borrower, any Lender or L/C Issuer describing such Default or 6222 Event of Default clearly labeled “notice of default” (in which case the Administrative Agent shall 6223 promptly give notice of such receipt to all Lenders); 6224 and, for each of the items set forth in clauses (i) through (iv) above, each Lender, L/C Issuer and the Bor-6225 rower hereby waive and agree not to assert (and the Borrower shall cause each other Loan Party to waive 6226 and agree not to assert) any right, claim or cause of action it might have against the Administrative Agent 6227 based thereon. 6228 Section 10.6 Administrative Agent Individually. The Administrative Agent and its Affiliates 6229 may make loans and other extensions of credit to, acquire Stock and Stock Equivalents of, engage in any 6230 kind of business with, any Loan Party or Affiliate thereof as though it were not acting as Administrative 6231 Agent and may receive separate fees and other payments therefor. To the extent the Administrative 6232 Agent or any of its Affiliates makes any Loan or otherwise becomes a Lender hereunder, it shall have and 6233 may exercise the same rights and powers hereunder and shall be subject to the same obligations and lia-6234 bilities as any other Lender and the terms “Lender,” “Revolving Credit Lender,” “Required Lender,” and 6235 “Required Revolving Credit Lender” and any similar terms shall, except where otherwise expressly pro-6236 vided in any Loan Document, include, without limitation, the Administrative Agent or such Affiliate, as 6237

 
-139- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 the case may be, in its individual capacity as Lender, Revolving Credit Lender or as one of the Required 6238 Lenders or Required Revolving Credit Lenders respectively. 6239 Section 10.7 Lender Credit Decision. Each Lender and each L/C Issuer acknowledges that it 6240 shall, independently and without reliance upon the Administrative Agent, any Lender or L/C Issuer or any 6241 of their Related Persons or upon any document (including the Disclosure Documents) solely or in part 6242 because such document was transmitted by the Administrative Agent or any of its Related Persons, con-6243 duct its own independent investigation of the financial condition and affairs of each Loan Party and make 6244 and continue to make its own credit decisions in connection with entering into, and taking or not taking 6245 any action under, any Loan Document or with respect to any transaction contemplated in any Loan Doc-6246 ument, in each case based on such documents and information as it shall deem appropriate. Except for 6247 documents expressly required by any Loan Document to be transmitted by the Administrative Agent to 6248 the Lenders or L/C Issuers, the Administrative Agent shall not have any duty or responsibility to provide 6249 any Lender or L/C Issuer with any credit or other information concerning the business, prospects, opera-6250 tions, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any 6251 Loan Party that may come in to the possession of the Administrative Agent or any of its Related Persons. 6252 Section 10.8 Expenses; Indemnities. 6253 (a) Each Lender agrees to reimburse the Administrative Agent and each of its Relat-6254 ed Persons (to the extent not reimbursed by any Loan Party) promptly upon demand for such Lender’s 6255 Pro Rata Share with respect to the Facilities of any costs and expenses (including fees, charges and dis-6256 bursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, 6257 any Loan Party) that may be incurred by the Administrative Agent or any of its Related Persons in con-6258 nection with the preparation, syndication, execution, delivery, administration, modification, consent, 6259 waiver or enforcement of, or the taking of any other action (whether through negotiations, through any 6260 work-out, bankruptcy, restructuring or other legal or other proceeding (including without limitation, prep-6261 aration for and/or response to any subpoena or request for document production relating thereto) or oth-6262 erwise) in respect of, or legal advice with respect to its rights or responsibilities under, any Loan Docu-6263 ment. 6264 (b) Each Lender further agrees to indemnify the Administrative Agent and each of its 6265 Related Persons (to the extent not reimbursed by any Loan Party), from and against such Lender’s aggre-6266 gate Pro Rata Share with respect to the Facilities of the Liabilities (including to the extent not indemnified 6267 pursuant to Section 10.8(c), taxes, interests and penalties imposed for not properly withholding or backup 6268 withholding on payments made to on or for the account of any Lender) that may be imposed on, incurred 6269 by or asserted against the Administrative Agent or any of its Related Persons in any matter relating to or 6270 arising out of, in connection with or as a result of any Loan Document, any Related Document or any oth-6271 er act, event or transaction related, contemplated in or attendant to any such document, or, in each case, 6272 any action taken or omitted to be taken by the Administrative Agent or any of its Related Persons under 6273 or with respect to any of the foregoing; provided, however, that no Lender shall be liable to the Adminis-6274 trative Agent or any of its Related Persons to the extent such liability has resulted primarily from the 6275 gross negligence or willful misconduct of the Administrative Agent or, as the case may be, such Related 6276 Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. 6277 (c) To the extent required by any applicable law, the Administrative Agent may 6278 withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If 6279 any payment is made to any Lender by the Administrative Agent without the applicable withholding Tax 6280 being withheld from such payment and the Administrative Agent has paid over the applicable withholding 6281 Tax to the IRS or any other Governmental Authority, or the IRS or any other Governmental Authority 6282 asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for 6283

 
-140- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 the account of any Lender because the appropriate form was not delivered or was not properly executed 6284 or because such Lender failed to notify the Administrative Agent of a change in circumstance which ren-6285 dered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such 6286 Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the 6287 Administrative Agent as Tax or otherwise, including any penalties or interest and together with all ex-6288 penses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. The Ad-6289 ministrative Agent may offset against any payment to any Lender under a Loan Document, any applicable 6290 withholding Tax that was required to be withheld from any prior payment to such Lender but which was 6291 not so withheld, as well as any other amounts for which the Administrative Agent is entitled to indemnifi-6292 cation from such Lender under this Section 10.8(c). 6293 Section 10.9 Resignation of Administrative Agent or L/C Issuer. 6294 (a) The Administrative Agent may resign at any time by delivering notice of such 6295 resignation to the Lenders and the Borrower, effective on the date set forth in such notice or, if no such 6296 date is set forth therein, upon the date such notice shall be effective in accordance with the terms of this 6297 Section 10.9. If the Administrative Agent delivers any such notice, the Required Lenders shall have the 6298 right to appoint a successor Administrative Agent from among the Lenders (it being agreed that if the 6299 Administrative Agent (or any Person that directly or indirectly controls the Administrative Agent) (a) be-6300 comes subject to a voluntary or involuntary case under the Bankruptcy Code or any similar bankruptcy 6301 laws, (b) has appointed a custodian, conservator, receiver or similar official for such Person or any sub-6302 stantial part of such Person’s assets or (c) makes a general assignment for the benefit of creditors, is liqui-6303 dated, or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory 6304 authority over such Person or its assets to be, insolvent or bankrupt, the Borrower shall have the right to 6305 remove the Administrative Agent and appoint a successor Administrative Agent (such successor Admin-6306 istrative Agent to be approved by the Required Lenders). If, after 30 days after the date of the retiring 6307 Administrative Agent’s notice of resignation, no successor Administrative Agent has been appointed by 6308 the Required Lenders that has accepted such appointment, then the retiring Administrative Agent may, on 6309 behalf of the Lenders, appoint a successor Administrative Agent. Each appointment under this clause (a) 6310 shall be subject to the prior consent of the Borrower, which may not be unreasonably withheld but shall 6311 not be required during the continuance of a Default. 6312 (b) Effective immediately upon its resignation, (i) the retiring Administrative Agent 6313 shall be discharged from its duties and obligations under the Loan Documents, (ii) the Lenders shall as-6314 sume and perform all of the duties of the Administrative Agent until a successor Administrative Agent 6315 shall have accepted a valid appointment hereunder, (iii) the retiring Administrative Agent and its Related 6316 Persons shall no longer have the benefit of any provision of any Loan Document other than with respect 6317 to any actions taken or omitted to be taken while such retiring Administrative Agent was, or because such 6318 Administrative Agent had been, validly acting as Administrative Agent under the Loan Documents and 6319 (iv) subject to its rights under Section 10.3, the retiring Administrative Agent shall take such action as 6320 may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative 6321 Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as 6322 Administrative Agent, a successor Administrative Agent shall succeed to, and become vested with, all the 6323 rights, powers, privileges and duties of the retiring Administrative Agent under the Loan Documents. 6324 (c) Any L/C Issuer may resign at any time by delivering notice of such resignation to 6325 the Administrative Agent, effective on the date set forth in such notice or, if no such date is set forth 6326 therein, on the date such notice shall be effective. Upon such resignation, the L/C Issuer shall remain an 6327 L/C Issuer and shall retain its rights and obligations in its capacity as such (other than any obligation to 6328 Issue Letters of Credit but including the right to receive fees or to have Lenders participate in any L/C 6329 Reimbursement Obligation thereof) with respect to Letters of Credit Issued by such L/C Issuer prior to the 6330

 
-141- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 date of such resignation and shall otherwise be discharged from all other duties and obligations under the 6331 Loan Documents. 6332 Section 10.10 Release of Collateral or Guarantors. Each Lender and L/C Issuer hereby con-6333 sents to the automatic release and hereby directs the Administrative Agent to release (or, in the case of 6334 clause (b)(ii) below, release or subordinate) the following: 6335 (a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Loan 6336 Party if all of the Securities of such Subsidiary owned by Borrower or any Restricted Subsidiary 6337 are Sold in a Sale not prohibited under the Loan Documents (including pursuant to a waiver or 6338 consent), to the extent that, after giving effect to such Sale, such Subsidiary would not be required 6339 to guaranty any Obligations pursuant to Section 7.10; 6340 (b) any Lien held by the Administrative Agent for the benefit of the Secured Parties 6341 against (i) any Collateral that is Sold by a Loan Party to a Person that is not a Loan Party in a Sale 6342 not prohibited by the Loan Documents (including pursuant to a valid waiver or consent), to the 6343 extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving ef-6344 fect to such Sale have been granted, (ii) on property (y) subject to a Lien permitted hereunder in 6345 reliance on Section 8.2(k) to the extent and for so long as the terms of the Indebtedness secured 6346 by such Liens do not permit the Lien of the Administrative Agent on such property or (z) to the 6347 extent and for so long as it constitutes an Excluded Property (as defined in the Guaranty and Se-6348 curity Agreement) and (iii) all of the Collateral and all Loan Parties, upon (A) termination of the 6349 Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obliga-6350 tions and all other Obligations (other than amounts due and payable with respect to Letters of 6351 Credit that have been cash collateralized or for which a backstop letter of credit reasonably satis-6352 factory to the applicable L/C Issuer is in place or contingent indemnification obligations for 6353 claims not yet asserted) that the Administrative Agent has been notified (by or on behalf of the 6354 holder of such Obligations) in writing are then due and payable, (C) deposit of cash collateral 6355 with respect to all contingent Obligations (or, in the case of any L/C Obligation, a back-up letter 6356 of credit has been issued and delivered to the Administrative Agent, or in the case of contingent 6357 Obligations arising under Secured Hedging Agreements, any other arrangements satisfactory to 6358 the applicable Secured Hedging Counterparty shall have been made), in amounts and on terms 6359 and conditions and with parties reasonably satisfactory to the Administrative Agent (or, in the 6360 case of contingent Obligations arising under Secured Hedging Agreements, satisfactory to the ap-6361 plicable Secured Hedging Counterparty) and each Indemnitee that is owed such Obligations and 6362 (D) to the extent requested by the Administrative Agent, receipt by the Secured Parties of cus-6363 tomary liability releases from the Loan Parties each in form and substance reasonably acceptable 6364 to the Administrative Agent; and 6365 (c) (i) a Restricted Subsidiary from its guaranty of any Obligation of any Loan Party 6366 if such Restricted Subsidiary is designated as an Unrestricted Subsidiary or an Immaterial Subsid-6367 iary in accordance with this Agreement or (ii) a Guarantor from its guaranty of any Obligation of 6368 any Loan Party that has been re-designated (at the option, and in the sole discretion, of the Bor-6369 rower in accordance with Section 7.10) as an Excluded Subsidiary, together with the release of 6370 such Subsidiary from its obligations under the Guaranty and Security Agreement and each other 6371 Loan Document to which it may be a party and, to the extent such Subsidiary’s Stock was 6372 pledged (or otherwise secured) as Collateral, the release of such pledge (or other security). 6373 Each Lender and L/C Issuer hereby directs the Administrative Agent, and the Administrative Agent here-6374 by agrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file 6375

 
-142- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 such documents and to perform other actions reasonably necessary to release the guaranties and Liens 6376 when and as directed in this Section 10.10. 6377 Section 10.11 Additional Secured Parties. The benefit of the provisions of the Loan Documents 6378 directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any 6379 Secured Party that is not a Lender or L/C Issuer as long as, by accepting such benefits, such Secured Party 6380 agrees, as among the Administrative Agent and all other Secured Parties, that such Secured Party is bound 6381 by (and, if requested by the Administrative Agent, (except in the case of Secured Hedging Counterparties) 6382 shall confirm such agreement in a writing in form and substance acceptable to the Administrative Agent) 6383 this Article 10, Section 11.8, Section 11.9 and Section 11.20 and the decisions and actions of the Admin-6384 istrative Agent and the Required Lenders (or, where expressly required by the terms of this Agreement, a 6385 greater proportion of the Lenders) to the same extent a Lender is bound; provided, however, that, notwith-6386 standing the foregoing, (a) such Secured Party shall be bound by Section 10.8 only to the extent of Liabil-6387 ities, costs and expenses with respect to or otherwise relating to the Collateral held for the benefit of such 6388 Secured Party, in which case the obligations of such Secured Party thereunder shall not be limited by any 6389 concept of Pro Rata Share or similar concept, (b) except as set forth specifically herein, each of the Ad-6390 ministrative Agent, the Lenders and the L/C Issuers shall be entitled to act at its sole discretion, without 6391 regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party 6392 thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is oth-6393 erwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any 6394 such Obligation and (c) except as set forth specifically herein, such Secured Party shall not have any right 6395 to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in re-6396 spect of the Collateral or under any Loan Document. 6397 ARTICLE 11 6398 6399 MISCELLANEOUS 6400 Section 11.1 Amendments, Waivers, Etc. 6401 (a) No amendment or waiver of any provision of any Loan Document (other than the 6402 Fee Letter and the L/C Reimbursement Agreements) and no consent to any departure by any Loan Party 6403 therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amend-6404 ment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien 6405 for the benefit of the Secured Parties or extending an existing Lien over additional property, by the Ad-6406 ministrative Agent and the Borrower, (2) in the case of any other waiver or consent, by the Required 6407 Lenders (or by the Administrative Agent with the consent of the Required Lenders) and (3) in the case of 6408 any other amendment, by the Required Lenders (or by the Administrative Agent with the consent of the 6409 Required Lenders) and the Borrower; provided, however, that no amendment, consent or waiver de-6410 scribed in clause (2) or (3) above shall, unless in writing and signed by each Lender directly affected 6411 thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person 6412 the signature of which is otherwise required pursuant to any Loan Document, do any of the following: 6413 (i) waive any condition specified in Section 3.1; 6414 (ii) subject such Lender to any increase in Commitments or funding obligations; 6415 (iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the 6416 principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or 6417 not on a fixed date), any outstanding Loan owing to such Lender, (B) any fee or accrued interest 6418 payable to such Lender or (C) if such Lender is a Revolving Credit Lender, any L/C Reimburse-6419

 
-143- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 ment Obligation or any obligation of the Borrower to repay (whether or not on a fixed date) any 6420 L/C Reimbursement Obligation; provided, however, that this clause (iii) does not apply to (x) any 6421 change to any provision increasing any interest rate or fee during the continuance of an Event of 6422 Default or to any payment of any such increase (including any waiver of default interest under 6423 Section 2.9(c) which shall only require the consent of the Required Lenders) or (y) any modifica-6424 tion to the financial covenant set forth in Article 5 or in any definition set forth therein or princi-6425 pally used therein; 6426 (iv) waive or postpone any scheduled maturity date or other scheduled date fixed for 6427 the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such 6428 Lender or for the reduction of such Lender’s Commitment; provided, however, that this clause 6429 (iv) does not apply to any change to mandatory prepayments, including those required under Sec-6430 tion 2.8, or to the application of any payment, including as set forth in Section 2.12; 6431 (v) except as provided in Section 10.10, release all or substantially all of the Collat-6432 eral or the value of all or substantially all of the Guarantors from their guaranty of any Obligation 6433 of the Borrower; 6434 (vi) reduce or increase the proportion of Lenders required for the Lenders (or any 6435 subset thereof) to take any action hereunder or change the definition of the terms “Required 6436 Lenders,” “Pro Rata Share” or “Pro Rata Outstandings”; 6437 (vii) amend Section 10.10, Section 11.9 or this Section 11.1; or 6438 (viii) amend Section 2.12 (c); 6439 and provided, further, that (w)(A) any waiver of any payment applied pursuant to Section 2.12(b) (Appli-6440 cation of Mandatory Prepayments) to, and any modification of the application of any such payment to the 6441 Revolving Loans shall require the consent of the Required Revolving Credit Lenders, (B) any change to 6442 the definition of the term “Required Revolving Credit Lender” shall require the consent of the Required 6443 Revolving Credit Lenders and (C) any amendment, waiver or consent to any provision of this Agreement 6444 (including Section 2.12 and Section 11.9) that permits the Borrower or any of its Affiliates to purchase 6445 Loans on a non-pro rata basis, become an eligible assignee pursuant to Section 11.2 and/or make offers to 6446 make optional prepayments on a non-pro rata basis shall require the prior written consent of the Required 6447 Lenders rather than the prior written consent of each Lender directly affected thereby, (x) no amendment, 6448 waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, the 6449 Administrative Agent (or otherwise modify any provision of Article 10 or the application thereof), the 6450 Swingline Lender, any L/C Issuer or any SPV that has been granted an option pursuant to Section 11.2(g) 6451 unless in writing and signed by the Administrative Agent, the Swingline Lender, such L/C Issuer or, as 6452 the case may be, such SPV in addition to any signature otherwise required, (y) the consent of the Borrow-6453 er shall not be required to change any order of priority set forth in Section 2.12. No amendment, modifi-6454 cation or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations 6455 arising under Secured Hedging Agreements resulting in such Obligations becoming junior in right of 6456 payment to principal of the Loans or resulting in Obligations owing to any Secured Hedging Counterparty 6457 becoming unsecured (other than releases of Liens applicable to all Lenders and otherwise permitted in 6458 accordance with the terms hereof and the terms of any other Loan Document), in each case in a manner 6459 adverse to any Secured Hedging Counterparty, shall be effective without the written consent of such Se-6460 cured Hedging Counterparty or, in the case of a Secured Hedging Agreement provided or arranged by 6461 Royal Bank or an Affiliate thereof, Royal Bank. Notwithstanding anything to the contrary herein, no 6462 Permitted Investor that is a Lender shall have any right to approve or disapprove any amendment, waiver 6463 or consent under the Loan Documents and (z) (I) no Lender consent is required to effect an Incremental 6464

 
-144- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Amendment, Refinancing Amendment or Extension Amendment (except as expressly provided in Sec-6465 tion 2.19, 2.20, or 2.21, as applicable) and (II) in connection with an amendment that addresses solely a 6466 re-pricing transaction and any related amendments in which any Class of Term Loans is refinanced with a 6467 replacement Class of term loans bearing (or is modified in such a manner such that the resulting term 6468 loans bear) a lower All-In Yield (a “Permitted Repricing Amendment”), only the consent of the Lenders 6469 holding Term Loans subject to such permitted repricing transaction that will continue as a Lender in re-6470 spect of the repriced tranche of Term Loans or modified Term Loans shall be required for such Permitted 6471 Repricing Amendment. 6472 In addition, this Agreement may be amended with the written consent of the Administrative 6473 Agent, the Borrower and the Required Lenders to (A) add one or more additional credit facilities to this 6474 Agreement and to permit the extensions of credit from time to time outstanding thereunder and the out-6475 standing principal and accrued interest and fees in respect thereof to share ratably in the benefits of this 6476 Agreement and the other Loan Documents with the Revolving Loans and the accrued interest and fees in 6477 respect thereof and (B) include appropriately the Lenders holding such credit facilities in any determina-6478 tion of the Required Lenders. 6479 In addition, notwithstanding the foregoing, this Agreement may be amended with the written con-6480 sent of the Administrative Agent, the Borrower and the Lenders providing the Replacement Term Loans 6481 (as defined below) to permit the refinancing of all or a portion of the outstanding Term Loans of any 6482 Class (“Refinanced Term Loans”) with one or more tranches of replacement term loans (“Replacement 6483 Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term 6484 Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans (plus accrued in-6485 terest, fees, expenses and premium), (b) the Applicable Margin for such Replacement Term Loans shall 6486 not be higher than the Applicable Margin for such Refinanced Term Loans unless the maturity of the Re-6487 placement Term Loans is at least one year later than the maturity of the Refinanced Term Loans, (c) the 6488 Weighted Average Life to Maturity of Replacement Term Loans shall not be shorter than the Weighted 6489 Average Life to Maturity of such Refinanced Term Loans, at the time of such refinancing (except by vir-6490 tue of amortization or prepayment of the Refinanced Term Loans prior to the time of such incurrence) and 6491 (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less 6492 favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Re-6493 financed Term Loans, except to the extent necessary to provide for covenants and other terms applicable 6494 to any period after the Latest Maturity Date of the Term Loans in effect immediately prior to such refi-6495 nancing. 6496 (b) Notwithstanding the foregoing, the Required Revolving Credit Lenders may 6497 amend, waive or otherwise modify Sections 5.1 and 9.5 and the defined terms used solely for purposes of 6498 Sections 5.1 and 9.5 or waive any Default or Event of Default resulting from a breach of Sections 5.1 and 6499 9.5 without the consent of any Lenders other than the Required Revolving Credit Lenders. 6500 (c) Each waiver or consent under any Loan Document shall be effective only in the 6501 specific instance and for the specific purpose for which it was given. No notice to or demand on any 6502 Loan Party shall entitle any Loan Party to any notice or demand in the same, similar or other circum-6503 stances. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right 6504 hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right pre-6505 clude any other or further exercise thereof or the exercise of any other right. 6506 Section 11.2 Assignments and Participations; Binding Effect. 6507 (a) Binding Effect. This Agreement shall become effective when it shall have been 6508 executed by the Borrower and the Administrative Agent and when the Administrative Agent shall have 6509

 
-145- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 been notified by each Lender and L/C Issuer that such Lender or L/C Issuer has executed it. Thereafter, it 6510 shall be binding upon and inure to the benefit of, but only to the benefit of the Borrower (in each case ex-6511 cept for Article 10), the Administrative Agent, each Lender and L/C Issuer and, to the extent provided in 6512 Section 10.11, each other Indemnitee and Secured Party and, in each case, their respective successors and 6513 permitted assigns. Except as expressly provided in any Loan Document (including in Section 10.9), none 6514 of the Borrower, any L/C Issuer or the Administrative Agent shall have the right to assign any rights or 6515 obligations hereunder or any interest herein. 6516 (b) Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a por-6517 tion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights 6518 and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than (x) a 6519 Non-Funding Lender or Impacted Lender and (y) the Borrower, the Permitted Investors or any of their 6520 respective Affiliates except pursuant to a Permitted Loan Retirement or subclause (iii) below), (ii) any 6521 Affiliate or Approved Fund of any existing Lender (other than (x) a Non-Funding Lender or Impacted 6522 Lender and (y) the Borrower, the Permitted Investors or any of their respective Affiliates except pursuant 6523 to a Permitted Loan Retirement or subclause (iii) below), (iii) Sponsor and its Affiliates, including Spon-6524 sor-affiliated debt funds, other than Borrower, Guarantors and their Subsidiaries (“Affiliate Lenders”); 6525 provided that (1) after giving effect to such assignment and to all other assignments with all Affiliate 6526 Lenders, the aggregate principal amount of all Term Loans of any Class then held by all Affiliate Lenders 6527 shall not exceed 25% of the aggregate unpaid principal amount of the Term Loans of such Class then out-6528 standing, (2) all parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or 6529 any such disclaimers shall be incorporated into the terms of the Assignment, (3) no Revolving Loans or 6530 Revolving Credit Commitments shall be assigned to any Affiliate Lender, (4) Term Loans shall be held 6531 by no more than two Affiliate Lenders, (5) no proceeds of Revolving Loans shall be used, directly or indi-6532 rectly, to consummate such assignment, (6) any Loans assigned to the Borrower or any of its Subsidiaries 6533 shall be cancelled promptly upon such assignment, (7) in the event that any proceeding under the Bank-6534 ruptcy Code shall be instituted by or against the Borrower or any other Guarantor, each Affiliate Lender 6535 shall acknowledge and agree that they are each “insiders” under Section 101(31) of the Bankruptcy Code 6536 and, as such, the claims associated with the Loans and Commitments owned by it shall not be included in 6537 determining whether the applicable class of creditors holding such claims has voted to accept a proposed 6538 plan for purposes of Section 1129(a)(10) of the Bankruptcy Code, or, alternatively, to the extent that the 6539 foregoing designation is deemed unenforceable for any reason, each Affiliate Lender shall vote in such 6540 proceedings in the same proportion as the allocation of voting with respect to such matter by those Lend-6541 ers who are not Affiliate Lenders, except to the extent that any plan of reorganization proposes to treat the 6542 Obligations held by such Affiliate Lender in a manner that is less favorable in any material respect to such 6543 Affiliate Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliate 6544 Lenders, (8) such Affiliate Lender will not be entitled to receive information provided solely to Lenders 6545 and will not be permitted to attend or participate in (or receive any notice of) Lender meetings or confer-6546 ence calls, (9) Affiliate Lenders will not be permitted to vote on matters submitted to Lenders for consid-6547 eration and their Term Loans shall be disregarded in determining other Lenders’ Commitment and Loan 6548 percentages; provided that the commitments of any Affiliate Lender shall not be increased, the due dates 6549 for payments of interest and scheduled amortization (including at maturity) owed to any Affiliate Lender 6550 will not be extended and the amounts owing to any Affiliate Lender will not be reduced without the con-6551 sent of such Affiliate Lender, (10) for purposes of any amendment, waiver or modification of any Loan 6552 Document that does not in each case adversely affect such Affiliate Lender (in its capacity as a Lender) in 6553 any material respect as compared to other Lenders, such Affiliate Lender will be deemed to have voted in 6554 the same proportion as the Lenders that are not Affiliate Lenders voting on such matter, and (11) as a 6555 condition to each assignment to an Affiliate Lender, the Administrative Agent shall have been provided a 6556 notice in connection with each assignment to an Affiliate Lender or a Person that upon effectiveness of 6557 such assignment would constitute an Affiliate Lender pursuant to which such Affiliate Lender shall waive 6558 any right to bring any action in connection with such Term Loans against the Administrative Agent in its 6559

 
-146- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 capacity as such, or (iv) any other Person (other than the Borrower, the Permitted Investors or any of their 6560 respective Affiliates except pursuant to a Permitted Loan Retirement or subclause (iii) above) acceptable 6561 (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as 6562 long as no Event of Default is continuing, the Borrower (which acceptance shall be deemed to have been 6563 given if the Borrower has not responded within ten (10) Business Days of a request for such acceptance) 6564 and, with respect to Sales of Revolving Credit Commitments, each Swingline Lender and each L/C Issuer 6565 that is a Lender; provided, however, that (x) such Sales do not have to be ratable between the Facilities 6566 but must be ratable among the obligations owing to and owed by such Lender with respect to a Facility, 6567 (y) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Com-6568 mitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject 6569 to each such assignment (determined as of the date the Assignment with respect to such assignment is 6570 delivered to the Administrative Agent) shall not be less than $2,500,000 (in the case of each Revolving 6571 Loan), $1,000,000 (in the case of a Term Loan), and shall be in increments of an amount of $2,500,000 6572 (in the case of each Revolving Loan) or $1,000,000 (in the case of Term Loans), in excess thereof unless 6573 each of the Borrower and the Administrative Agent otherwise consents; provided that such amounts shall 6574 be aggregated in respect of each Lender and its Affiliates or Approved Funds, of any existing Lender, is 6575 of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility or is 6576 made with the prior consent of the Borrower (to the extent the Borrower’s consent is otherwise required) 6577 and the Administrative Agent and (z) such Sales by Lenders who are Non-Funding Lenders due to clause 6578 (a) of the definition of “Non-Funding Lender” shall be subject to the Administrative Agent’s and the Bor-6579 rower’s prior written consent in all instances, unless in connection with such sale, such “Non-Funding 6580 Lender” cures, or causes the cure of, its Non-Funding Lender status as contemplated in Section 2.2(c)(v). 6581 The Administrative Agent’s refusal to accept a Sale to a Loan Party, an Affiliate of a Loan Party (other 6582 than an Affiliate Lender pursuant to an assignment in accordance with clause (iii) of the first sentence of 6583 this paragraph), a holder of Subordinated Debt or an Affiliate of such a holder, or to a Person that would 6584 be (or could reasonably be expected to become) a Non-Funding Lender or an Impacted Lender, or the 6585 imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall 6586 not be deemed to be unreasonable. Notwithstanding anything to the contrary contained herein, Royal 6587 Bank shall have the absolute right, without obligation to obtain any consent of the Loan Parties or any 6588 Lender, to sell or assign to third parties such portion of Royal Bank’s Commitments and Loans as Royal 6589 Bank deems necessary to enable Royal Bank and its Affiliates to ensure that they have no attributable 6590 stake in the Borrower for purposes of the regulations of the FCC, or any successor agency thereto, or to 6591 otherwise comply with FCC regulations. Notwithstanding anything to the contrary in the Loan Docu-6592 ments, any Term Loans assigned to an Affiliate Lender in accordance with Section 11.2(b) may be con-6593 tributed to Borrower (or any of its direct or indirect parents) as a common capital contribution and be ex-6594 changed for Stock (other than Disqualified Stock) of the Borrower (or any of its direct or indirect parents) 6595 to the extent otherwise permitted herein. 6596 (c) Each Lender participating in any assignment to Affiliate Lenders acknowledges 6597 and agrees that in connection with such assignment, (1) the Affiliate Lenders then may have, and later 6598 may come into possession of information regarding the Borrower, the Sponsor, their respective Affiliates 6599 not known to such Lender and that may be material to a decision by such Lender to participate in such 6600 prepayment (including Material Non-Public Information) (“Excluded Information”), (2) such Lender has 6601 independently, and without reliance on the Affiliate Lenders or any of their Subsidiaries, the Borrower or 6602 any of its Subsidiaries, the Administrative Agent or any other Agent-Related Persons, made its own anal-6603 ysis and determination to participate in such assignment notwithstanding such Lender’s lack of 6604 knowledge of the Excluded Information, (3) none of the Affiliate Lenders or any of their Subsidiaries, the 6605 Borrower or any of its Subsidiaries shall be required to make any representation that it is not in posses-6606 sion of Excluded Information, (4) none of the Affiliate Lenders or any of their Subsidiaries, the Borrower 6607 or its Subsidiaries, the Administrative Agent or any other Agent-Related Persons shall have any liability 6608 to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims 6609

 
-147- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 such Lender may have against the Affiliate Lenders and any of their Subsidiaries, a Holdco, the Borrower 6610 and their respective Subsidiaries, the Administrative Agent and any other Agent-Related Persons, under 6611 applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information and (5) that 6612 the Excluded Information may not be available to the Administrative Agent or the other Lenders. 6613 (d) Procedure. The parties to each Sale made in reliance on clause (b) above (other 6614 than those described in clause (f) or (g) below) shall execute and deliver to the Administrative Agent an 6615 Assignment via an electronic settlement system designated by the Administrative Agent (or if previously 6616 agreed with the Administrative Agent, via a manual execution and delivery of the assignment) evidencing 6617 such Sale, together with any existing Note subject to such Sale (or any affidavit of loss therefor accepta-6618 ble to the Administrative Agent), any tax forms required to be delivered pursuant to Section 2.17(f) and 6619 payment of an assignment fee in the amount of $3,500, provided that if a Sale by a Lender is made to an 6620 Affiliate or an Approved Fund of such assigning Lender, then no assignment fee shall be due in connec-6621 tion with such Sale. Upon receipt of all the foregoing, and conditioned upon such receipt and, if such as-6622 signment is made in accordance with Section 11.2(b)(iv), upon the Administrative Agent (and the Bor-6623 rower, if applicable) consenting to such Assignment, from and after the effective date specified in such 6624 Assignment, the Administrative Agent shall record or cause to be recorded in the Register the information 6625 contained in such Assignment. 6626 (e) Effectiveness. Subject to the recording of an Assignment by the Administrative 6627 Agent in the Register pursuant to Section 2.14(b), (i) the assignee thereunder shall become a party hereto 6628 and, to the extent that rights and obligations under the Loan Documents have been assigned to such as-6629 signee pursuant to such Assignment, shall have the rights and obligations of a Lender, (ii) any applicable 6630 Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the 6631 extent that rights and obligations under this Agreement have been assigned by it pursuant to such As-6632 signment, relinquish its rights (except for those surviving the termination of the Commitments and the 6633 payment in full of the Obligations) and be released from its obligations under the Loan Documents, other 6634 than those relating to events or circumstances occurring prior to such assignment (and, in the case of an 6635 Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under 6636 the Loan Documents, such Lender shall cease to be a party hereto except that each Lender agrees to re-6637 main bound by Article 10, Section 11.8 and Section 11.9 to the extent provided in Section 10.11). 6638 (f) Grant of Security Interests. In addition to the other rights provided in this Sec-6639 tion 11.2, each Lender may grant a security interest in, or otherwise assign as collateral, any of its rights 6640 under this Agreement, whether now owned or hereafter acquired (including rights to payments of princi-6641 pal or interest on the Loans), to (A) any federal reserve bank (pursuant to Regulation A of the Federal 6642 Reserve Board) or any central bank having jurisdiction over such Lender, without notice to the Adminis-6643 trative Agent or (B) any holder of, or trustee for the benefit of the holders of, such Lender’s Securities by 6644 notice to the Administrative Agent; provided, however, that no such holder or trustee, whether because of 6645 such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assign-6646 ment in accordance with clause (b) above), shall be entitled to any rights of such Lender hereunder and no 6647 such Lender shall be relieved of any of its obligations hereunder. 6648 (g) Participants and SPVs. In addition to the other rights provided in this Sec-6649 tion 11.2, each Lender may, (x) with notice to the Administrative Agent, grant to an SPV the option to 6650 make all or any part of any Loan that such Lender would otherwise be required to make hereunder (and 6651 the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obli-6652 gation of such Lender to make such Loans hereunder) and such SPV may assign to such Lender the right 6653 to receive payment with respect to any Obligation and (y) without notice to or consent from the Adminis-6654 trative Agent or the Borrower, sell participations to one or more Persons in or to all or a portion of its 6655 rights and obligations under the Loan Documents (including all its rights and obligations with respect to 6656

 
-148- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 the Revolving Loans and Letters of Credit); provided, however, that, whether as a result of any term of 6657 any Loan Document or of such grant or participation, (i) no such SPV or participant shall have a com-6658 mitment, or be deemed to have made an offer to commit, to make Loans hereunder, and, except as pro-6659 vided in the applicable option agreement, none shall be liable for any obligation of such Lender hereun-6660 der, (ii) such Lender’s rights and obligations, and the rights and obligations of the Loan Parties and the 6661 Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other 6662 party hereto shall continue to deal solely with such Lender, which shall remain the holder of the Obliga-6663 tions in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Sec-6664 tions 2.16 (Breakage Costs; Increased Costs; Capital Requirements) and 2.17 (Taxes), but only to the ex-6665 tent such participant or SPV delivers the tax forms such Lender is required to collect pursuant to Sec-6666 tion 2.17(f) and then only to the extent of any amount to which such Lender would be entitled in the ab-6667 sence of any such grant or participation and (B) each such SPV may receive other payments that would 6668 otherwise be made to such Lender with respect to Loans funded by such SPV to the extent provided in the 6669 applicable option agreement and set forth in a notice provided to the Administrative Agent by such SPV 6670 and such Lender, provided, however, that in no case (including pursuant to clause (A) or (B) above) shall 6671 an SPV or participant have the right to enforce any of the terms of any Loan Document, and (iii) the con-6672 sent of such SPV or participant shall not be required (either directly, as a restraint on such Lender’s abil-6673 ity to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan 6674 Document or to exercise or refrain from exercising any powers or rights such Lender may have under or 6675 in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obliga-6676 tions), except for those described in clauses (iii) and (iv) of Section 11.1(a) with respect to amounts, or 6677 dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and, in 6678 the case of participants, except for those described in Section 11.1(a)(v) (or amendments, consents and 6679 waivers with respect to Section 10.10 to release all or substantially all of the Collateral). No party hereto 6680 shall institute (and the Borrower shall cause each other Loan Party not to institute) against any SPV 6681 grantee of an option pursuant to this clause (g) any bankruptcy, reorganization, insolvency, liquidation or 6682 similar proceeding, prior to the date that is one year and one day after the payment in full of all outstand-6683 ing commercial paper of such SPV; provided, however, that each Lender having designated an SPV as 6684 such agrees to indemnify each Indemnitee against any Liability that may be incurred by, or asserted 6685 against, such Indemnitee as a result of failing to institute such proceeding (including a failure to get reim-6686 bursed by such SPV for any such Liability). The agreement in the preceding sentence shall survive the 6687 termination of the Commitments and the payment in full of the Obligations. 6688 (h) Notwithstanding anything herein to the contrary (if applicable, after giving effect 6689 to any proposed assignment to an Affiliate Lender), if all Affiliate Lenders own or would own, in the ag-6690 gregate, more than 25% of the principal amount of all then outstanding Term Loans (i) in the event that an 6691 Affiliate Lender has acquired any Term Loans, the assignment of such Term Loans that would cause the 6692 aggregate principal amount of Term Loans owned by Affiliate Lenders to be in excess of 25% of the prin-6693 cipal amount of all then outstanding Term Loans shall be null and void ab initio to the extent of the prin-6694 cipal amount of such Term Loans that are in excess of such 25% threshold and (ii) if such threshold is 6695 exceeded solely as a result of a Lender becoming an Affiliate Lender after it has acquired Term Loans, 6696 such Affiliate Lender shall use commercially reasonable efforts to assign sufficient Term Loans within 6697 thirty (30) days of the date such threshold is exceeded so that Affiliate Lenders in the aggregate own less 6698 than 25% of the aggregate principal amount of Term Loans then outstanding; provided that in order to 6699 comply with the obligation to use commercially reasonable efforts to assign Term Loans, such Affiliate 6700 Lender shall offer to assign the relevant Term Loans to the then-current Term Loan Lenders in addition to 6701 potential new lenders; provided, further that there shall be no obligation for such Affiliate Lender to as-6702 sign such Term Loans at a price lower than the price such Lender paid when acquiring such Term Loans. 6703 The Administrative Agent shall not have any responsibility for monitoring any acquisition or disposition 6704 of Term Loans by any Affiliate Lender or liability for any losses suffered by any Person as a result of any 6705 purported assignment to or from an Affiliate Lender. 6706

 
-149- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Section 11.3 Costs and Expenses. Any action taken by any Loan Party under or with respect 6707 to any Loan Document, even if required under any Loan Document or at the request of any Secured Party, 6708 shall be at the expense of such Loan Party, and no Secured Party shall be required under any Loan Docu-6709 ment to reimburse any Loan Party or Group Member therefor except as expressly provided therein. In 6710 addition, the Borrower agrees to pay or reimburse, within 10 days after receipt of a reasonably detailed 6711 written invoice therefor, (a) the Administrative Agent for all reasonable and documented out-of-pocket 6712 costs and expenses incurred by it or any of its Related Persons in connection with the investigation, de-6713 velopment, preparation, negotiation, syndication, execution, interpretation or administration of, any modi-6714 fication of any term of or termination of, any Loan Document, any commitment or proposal letter there-6715 for, any other document prepared in connection therewith or the consummation and administration of any 6716 transaction contemplated therein (including periodic audits in connection therewith and environmental 6717 audits and assessments), in each case including the reasonable and documented fees, charges and dis-6718 bursements of legal counsel to the Administrative Agent or such Related Persons, fees, costs and expens-6719 es incurred in connection with Intralinks® or any other E-System and allocated to the Facilities by the 6720 Administrative Agent in its sole discretion and fees, charges and disbursements of the auditors, apprais-6721 ers, printers and other of their Related Persons retained by or on behalf of any of them or any of their Re-6722 lated Persons, (b) the Administrative Agent for all reasonable and documented costs and expenses in-6723 curred by it or any of its Related Persons in connection with internal audit reviews, field examinations and 6724 Collateral examinations (which shall be reimbursed, in addition to the out-of-pocket costs and expenses of 6725 such examiners, at the per diem rate per individual charged by the Administrative Agent for its examin-6726 ers); provided that, unless Event of Default has occurred, the Borrower shall only be required to reim-6727 burse the Administrative Agent for two such examinations in any calendar year and (c) each of the Ad-6728 ministrative Agent, L/C Issuer and the Lenders and their respective Related Persons for all reasonable and 6729 documented costs and expenses incurred in connection with (i) any refinancing or restructuring of the 6730 credit arrangements provided hereunder in the nature of a “work-out,” (ii) the enforcement or preservation 6731 of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any 6732 other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the tak-6733 ing of any other action (including preparation for and/or response to any subpoena or request for docu-6734 ment production relating thereto) with respect to, any proceeding (including any bankruptcy or insolvency 6735 proceeding) related to the Borrower or any Restricted Subsidiary, Loan Document, Obligation or Related 6736 Transaction, including fees and disbursements of counsel (including allocated costs of internal counsel); 6737 provided, that the Borrower shall only be responsible for the reimbursement of one counsel for the Ad-6738 ministrative Agent, the Lenders and their Related Persons as a group unless there is an actual conflict 6739 among such group members (as reasonably determined to be necessary by such Person) and then the Bor-6740 rower shall be responsible for the additional reimbursement of counsel for such conflicted group member, 6741 to the extent necessary. 6742 Section 11.4 Indemnities. 6743 (a) The Borrower agrees to indemnify, hold harmless and defend the Administrative 6744 Agent, each Lender, each L/C Issuer, each Secured Hedging Counterparty, each Person that each 6745 L/C Issuer causes to Issue Letters of Credit hereunder and each of their respective Related Persons (each 6746 such Person being an “Indemnitee”) from and against all Liabilities (including brokerage commissions, 6747 fees and other compensation) that may be imposed on, incurred by or asserted against any such Indem-6748 nitee in any matter relating to or arising out of, in connection with or as a result of any action, investiga-6749 tion, proceeding or other claim arising from or related to (i) any Loan Document, any Obligation (or the 6750 repayment thereof), any Letter of Credit, the use or intended use of the proceeds of any Loan or the use of 6751 any Letter of Credit, any Related Transaction, or any securities filing of, or with respect to, any the Bor-6752 rower or any Restricted Subsidiary, (ii) Contractual Obligation entered into in connection with any E-6753 Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other 6754 proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of 6755

 
-150- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, 6756 Related Person, holder or creditor is a party thereto, and whether or not based on any securities or com-6757 mercial law or regulation or any other Requirement of Law or theory thereof, including common law, eq-6758 uity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or at-6759 tendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the 6760 Borrower shall not have any liability under this Section 11.4 to any Indemnitee with respect to any In-6761 demnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other 6762 than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross neg-6763 ligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a 6764 final non-appealable judgment or order. Furthermore, the Borrower waives and agrees not to assert 6765 against any Indemnitee, and shall cause each other Loan Party to waive and not assert against any Indem-6766 nitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by or as-6767 serted against any Related Person. This Section 11.4 shall not require payment by any Loan Party for or 6768 on account of any Tax other than any Tax that represents a liability arising from any non-Tax claim. 6769 (b) Without limiting the foregoing, “Indemnified Matters” includes all Environmen-6770 tal Liabilities imposed on, incurred by or asserted against any Indemnitee, including those arising from, or 6771 otherwise involving, any property of any Related Person or any actual, alleged or prospective damage to 6772 property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous 6773 Materials on, upon or into such property or natural resource or any property on or contiguous to any real 6774 property of any Related Person, whether or not, with respect to any such Environmental Liabilities, any 6775 Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor-6776 in-interest to any Related Person or the owner, lessee or operator of any property of any Related Person 6777 through any foreclosure action, in each case except to the extent such Environmental Liabilities (i) are 6778 incurred following foreclosure by any Secured Party or following any Secured Party having become the 6779 successor-in-interest to any Loan Party and (ii) are attributable solely to the acts of any Indemnitee. 6780 Section 11.5 Survival. Any indemnification or other protection provided to any Indemnitee 6781 pursuant to any Loan Document (including pursuant to Section 2.17 (Taxes), Section 2.16 (Breakage 6782 Costs; Increased Costs; Capital Requirements), Article 10 (The Administrative Agent), Section 11.3 6783 (Costs and Expenses), Section 11.4 (Indemnities) or this Section 11.5) shall (A) survive the termination of 6784 the Commitments and the payment in full of other Obligations and (B) inure to the benefit of any Person 6785 that at any time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and 6786 permitted assigns. 6787 Section 11.6 Limitation of Liability for Certain Damages. In no event shall any Indemnitee be 6788 liable on any theory of liability for any special, indirect, consequential or punitive damages (including any 6789 loss of profits, business or anticipated savings). The Borrower hereby waives, releases and agrees (and 6790 shall cause each other Loan Party to waive, release and agree) not to sue upon any such claim for any 6791 special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or 6792 suspected to exist in its favor. 6793 Section 11.7 Lender-Creditor Relationship. The relationship between the Lenders, the 6794 L/C Issuers and the Administrative Agent, on the one hand, and the Loan Parties, on the other hand, is 6795 solely that of lender and creditor. No Secured Party has any fiduciary relationship or duty to any Loan 6796 Party arising out of or in connection with, and there is no agency, tenancy or joint venture relationship 6797 between the Secured Parties and the Loan Parties by virtue of, any Loan Document or any transaction 6798 contemplated therein. 6799 Section 11.8 Right of Setoff. Each of the Administrative Agent, each Lender, each L/C Issuer 6800 and each Affiliate (including each branch office thereof) of any of them is hereby authorized, without no-6801

 
-151- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 tice or demand (each of which is hereby waived by the Borrower), at any time and from time to time dur-6802 ing the continuance of any Event of Default and to the fullest extent permitted by applicable Require-6803 ments of Law, to set off and apply any and all deposits (whether general or special, time or demand, pro-6804 visional or final) at any time held and other Indebtedness, claims or other obligations at any time owing 6805 by the Administrative Agent, such Lender, such L/C Issuer or any of their respective Affiliates to or for 6806 the credit or the account of the Borrower against any Obligation of any Loan Party now or hereafter exist-6807 ing, whether or not any demand was made under any Loan Document with respect to such Obligation and 6808 even though such Obligation may be unmatured. Each of the Administrative Agent, each Lender and 6809 each L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set-6810 off and application made by such Lender or its Affiliates; provided, however, that the failure to give such 6811 notice shall not affect the validity of such setoff and application. The rights under this Section 11.8 are in 6812 addition to any other rights and remedies (including other rights of setoff) that the Administrative Agent, 6813 the Lenders and the L/C Issuers and their Affiliates and other Secured Parties may have. 6814 Section 11.9 Sharing of Payments, Etc. If any Lender, directly or through an Affiliate or 6815 branch office thereof, obtains any payment of any Obligation of any Loan Party (whether voluntary, in-6816 voluntary or through the exercise of any right of setoff or the receipt of any Collateral or “proceeds” (as 6817 defined under the applicable UCC) of Collateral) other than pursuant to Sections 2.16 (Breakage Costs; 6818 Increased Costs; Capital Requirements), 2.17 (Taxes), 2.18 (Substitution of Lenders) and 11.2 (Assign-6819 ments and Participations; Binding Effect) and other than in connection with any Permitted Loan Retire-6820 ment and such payment exceeds the amount such Lender would have been entitled to receive if all pay-6821 ments had gone to, and been distributed by, the Administrative Agent in accordance with the provisions 6822 of the Loan Documents, such Lender shall purchase for cash from other Secured Parties such participa-6823 tions in their Obligations as necessary for such Lender to share such excess payment with such Secured 6824 Parties to ensure such payment is applied as though it had been received by the Administrative Agent and 6825 applied in accordance with this Agreement (or, if such application would then be at the discretion of the 6826 Borrower, applied to repay the Obligations in accordance herewith); provided, however, that (a) if such 6827 payment is rescinded or otherwise recovered from such Lender or L/C Issuer in whole or in part, such 6828 purchase shall be rescinded and the purchase price therefor shall be returned to such Lender or L/C Issuer 6829 without interest and (b) such Lender shall, to the fullest extent permitted by applicable Requirements of 6830 Law, be able to exercise all its rights of payment (including the right of setoff) with respect to such partic-6831 ipation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participa-6832 tion. If a Non-Funding Lender receives any such payment as described in the previous sentence, such 6833 Lender shall turn over such payments to the Administrative Agent in an amount that would satisfy the 6834 cash collateral requirements set forth in Section 2.2(c). 6835 Notwithstanding anything to the contrary contained in this Section 11.9 or elsewhere in this 6836 Agreement, the Borrower may extend the final maturity of Term Loans and/or Revolving Credit Com-6837 mitments in connection with an Extension that is permitted under Section 2.21 without being obligated to 6838 effect such extensions on a pro rata basis among the Lenders (it being understood that no such extension 6839 (i) shall constitute a payment or prepayment of any Term Loans or Revolving Loans, as applicable, for 6840 purposes of this Section 11.9 or (ii) shall reduce the amount of any scheduled amortization payment due 6841 under Section 2.6(a), except that the amount of any scheduled amortization payment due to a Lender of 6842 Extended Term Loans may be reduced to the extent provided pursuant to the express terms of the respec-6843 tive Extension Offer) without giving rise to any violation of this Section 11.9 or any other provision of 6844 this Agreement. Furthermore, the Borrower may take all actions contemplated by Section 2.21 in connec-6845 tion with any Extension (including modifying pricing, amortization and repayments or prepayments), and 6846 in each case such actions shall be permitted, and the differing payments contemplated therein shall be 6847 permitted without giving rise to any violation of this Section 11.9 or any other provision of this Agree-6848 ment. 6849

 
-152- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Section 11.10 Marshaling; Payments Set Aside. No Secured Party shall be under any obliga-6850 tion to marshal any property in favor of any Loan Party or any other party or against or in payment of any 6851 Obligation. To the extent that any Secured Party receives a payment from the Borrower, from the pro-6852 ceeds of the Collateral, from the exercise of its rights of setoff, any enforcement action or otherwise, and 6853 such payment is subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential, 6854 set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recov-6855 ery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies 6856 therefor, shall be revived and continued in full force and effect as if such payment had not occurred. 6857 Section 11.11 Notices. 6858 (a) Addresses. All notices, demands, requests, directions and other communications 6859 required or expressly authorized to be made by this Agreement shall, whether or not specified to be in 6860 writing but unless otherwise expressly specified to be given by any other means, be given in writing and 6861 (i) addressed to (A) if to the Borrower, to Townsquare Media, Inc., 240 Greenwich Avenue, Greenwich, 6862 Connecticut 06830, Attention: Alex Berkett and Stuart Rosenstein, Tel: 203-861-0900, Fax: 1-800-301-6863 6408, with a copy (which shall not constitute notice) to Kirkland & Ellis, LLP, 555 California Street, 6864 Suite 2700, San Francisco, Californa 94104, Attention: Dario Avram, (B) if to the Administrative Agent 6865 or the Collateral Agent, to Royal Bank of Canada, Agency Services Group, 4th Floor, 20 King Street 6866 West, Toronto, Ontario M5H 1C4, Canada, Attention: Manager, Agency Services, Fax: (416) 842-4023, 6867 (C) if to the Swingline Lender, to Royal Bank of Canada, 200 Vesey Street, 10th Floor, New York, New 6868 York 10281, Attention: Mildred Evangelista, Tel: (416) 955-6659, Fax: (212) 428-2372, and (D) other-6869 wise to the party to be notified at its address specified opposite its name on Schedule II or on the signature 6870 page of any applicable Assignment, (ii) posted to Intralinks® (to the extent such system is available and 6871 set up by or at the direction of the Administrative Agent prior to posting) in an appropriate location by 6872 uploading such notice, demand, request, direction or other communication to www.intralinks.com, faxing 6873 it to 866-545-6600 with an appropriate bar-coded fax coversheet or using such other means of posting to 6874 Intralinks® as may be available and reasonably acceptable to the Administrative Agent prior to such post-6875 ing, (iii) posted to any other E-System set up by or at the direction of the Administrative Agent in an ap-6876 propriate location or (iv) addressed to such other address as shall be notified in writing (A) in the case of 6877 the Borrower, the Administrative Agent and the Swingline Lender, to the other parties hereto and (B) in 6878 the case of all other parties, to the Borrower and the Administrative Agent. Transmission by electronic 6879 mail (including E-Fax, even if transmitted to the fax numbers set forth in clause (i) above) shall not be 6880 sufficient or effective to transmit any such notice under this clause (a) unless such transmission is an 6881 available means to post to any E-System. 6882 (b) Effectiveness. All communications described in clause (a) above and all other 6883 notices, demands, requests and other communications made in connection with this Agreement shall be 6884 effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii) if de-6885 livered by overnight courier service, one Business Day after delivery to such courier service, (iii) if deliv-6886 ered by mail, when deposited in the mails, (iv) if delivered by facsimile (other than to post to an E-System 6887 pursuant to clause (a)(ii) or (a)(iii) above), upon sender’s receipt of confirmation of proper transmission, 6888 and (v) if delivered by posting to any E-System, on the later of the date of such posting in an appropriate 6889 location and the date access to such posting is given to the recipient thereof in accordance with the stand-6890 ard procedures applicable to such E-System; provided, however, that no communications to the Adminis-6891 trative Agent pursuant to Article 2 or Article 10 shall be effective until received by the Administrative 6892 Agent. 6893 Section 11.12 Electronic Transmissions. 6894

 
-153- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 (a) Authorization. Subject to the provisions of Section 11.11(a), each of the Admin-6895 istrative Agent, the Borrower, the Lenders, the L/C Issuers and each of their Related Persons is authorized 6896 (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic 6897 Transmissions in connection with any Loan Document and the transactions contemplated therein. Each 6898 of the Borrower and each Secured Party hereby acknowledges and agrees, and the Borrower shall cause 6899 each other Group Member to acknowledge and agree, that the use of Electronic Transmissions is not nec-6900 essarily secure and that there are risks associated with such use, including risks of interception, disclosure 6901 and abuse and each indicates it assumes and accepts such risks by hereby authorizing the transmission of 6902 Electronic Transmissions. 6903 (b) Signatures. Subject to the provisions of Section 11.11(a), (i)(A) no posting to 6904 any E-System shall be denied legal effect merely because it is made electronically, (B) each E-Signature 6905 on any such posting shall be deemed sufficient to satisfy any requirement for a “signature” and (C) each 6906 such posting shall be deemed sufficient to satisfy any requirement for a “writing,” in each case including 6907 pursuant to any Loan Document, any applicable provision of any UCC, the federal Uniform Electronic 6908 Transactions Act, the Electronic Signatures in Global and National Commerce Act and any substantive or 6909 procedural Requirement of Law governing such subject matter, (ii) each such posting that is not readily 6910 capable of bearing either a signature or a reproduction of a signature may be signed, and shall be deemed 6911 signed, by attaching to, or logically associating with such posting, an E-Signature, upon which each Se-6912 cured Party and Loan Party may rely and assume the authenticity thereof, (iii) each such posting contain-6913 ing a signature, a reproduction of a signature or an E-Signature shall, for all intents and purposes, have the 6914 same effect and weight as a signed paper original and (iv) each party hereto or beneficiary hereto agrees 6915 not to contest the validity or enforceability of any posting on any E-System or E-Signature on any such 6916 posting under the provisions of any applicable Requirement of Law requiring certain documents to be in 6917 writing or signed; provided, however, that nothing herein shall limit such party’s or beneficiary’s right to 6918 contest whether any posting to any E-System or E-Signature has been altered after transmission. 6919 (c) Separate Agreements. All uses of an E-System shall be governed by and subject 6920 to, in addition to Section 11.11 and this Section 11.12, separate terms and conditions posted or referenced 6921 in such E-System and related Contractual Obligations executed by Secured Parties and Group Members in 6922 connection with the use of such E-System. 6923 (d) Limitation of Liability. All E-Systems and Electronic Transmissions shall be 6924 provided “as is” and “as available.” None of the Administrative Agent or any of its Related Persons war-6925 rants the accuracy, adequacy or completeness of any E-Systems or Electronic Transmission, and each dis-6926 claims all liability for errors or omissions therein. No warranty of any kind is made by the Administrative 6927 Agent or any of its Related Persons in connection with any E-Systems or Electronic Communication, in-6928 cluding any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party 6929 rights or freedom from viruses or other code defects. Each of the Borrower and each Secured Party 6930 agrees (and the Borrower shall cause each other Loan Party to agree) that the Administrative Agent has 6931 no responsibility for maintaining or providing any equipment, software, services or any testing required in 6932 connection with any Electronic Transmission or otherwise required for any E-System. 6933 Section 11.13 Governing Law. This Agreement, each other Loan Document that does not ex-6934 pressly set forth its applicable law, and the rights and obligations of the parties hereto and thereto (includ-6935 ing any claims in contract law or tort law arising out of the subject matter hereof or thereof) shall be gov-6936 erned by, and construed and interpreted in accordance with, the law of the State of New York (without 6937 respect to the principles of conflicts of laws that would result in the application of any law other than the 6938 law of the State of New York). 6939

 
-154- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Section 11.14 Jurisdiction. 6940 (a) Submission to Jurisdiction. Any legal action or proceeding with respect to any 6941 Loan Document shall be brought exclusively in the courts of the State of New York located in the City of 6942 New York, Borough of Manhattan, or of the United States of America for the Southern District of New 6943 York and, by execution and delivery of this Agreement, the Borrower hereby accepts for itself and in re-6944 spect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided that 6945 nothing in this Agreement shall limit the right of the Administrative Agent to commence any proceeding 6946 in the federal or state courts of any other jurisdiction to the extent the Administrative Agent determines 6947 that such action is necessary or appropriate to exercise its rights or remedies under the Loan Documents. 6948 The parties hereto (and, to the extent set forth in any other Loan Document, each other Loan Party) here-6949 by irrevocably waive any objection, including any objection to the laying of venue or based on the 6950 grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such 6951 action or proceeding in such jurisdictions. 6952 (b) Service of Process. The Borrower (and, to the extent set forth in any other Loan 6953 Document, each other Loan Party) hereby irrevocably waives personal service of any and all legal pro-6954 cess, summons, notices and other documents and other service of process of any kind and consents to 6955 such service in any suit, action or proceeding brought in the United States of America with respect to or 6956 otherwise arising out of or in connection with any Loan Document by any means permitted by applicable 6957 Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid) 6958 to the address of Borrower specified in Section 11.11 (and shall be effective when such mailing shall be 6959 effective, as provided therein). The Borrower (and, to the extent set forth in any other Loan Document, 6960 each other Loan Party) agrees that a final judgment in any such action or proceeding shall be conclusive 6961 and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by 6962 law. 6963 (c) Non-Exclusive Jurisdiction. Nothing contained in this Section 11.14 shall affect 6964 the right of the Administrative Agent or any Lender to serve process in any other manner permitted by 6965 applicable Requirements of Law or commence legal proceedings or otherwise proceed against any Loan 6966 Party in any other jurisdiction. 6967 Section 11.15 Waiver of Jury Trial. Each party hereto hereby irrevocably waives trial by jury 6968 in any suit, action or proceeding with respect to, or directly or indirectly arising out of, under or in con-6969 nection with, any Loan Document or the transactions contemplated therein or related thereto (whether 6970 founded in contract, tort or any other theory). Each party hereto (A) certifies that no other party and no 6971 Related Person of any other party has represented, expressly or otherwise, that such other party would 6972 not, in the event of litigation, seek to enforce the foregoing waiver and (B) acknowledges that it and the 6973 other parties hereto have been induced to enter into the Loan Documents, as applicable, by the mutual 6974 waivers and certifications in this Section 11.15. 6975 Section 11.16 Severability. Any provision of any Loan Document being held illegal, invalid or 6976 unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or 6977 unenforceable, any other provision of any Loan Document or any part of such provision in any other ju-6978 risdiction. 6979 Section 11.17 Execution in Counterparts. This Agreement may be executed in any number of 6980 counterparts and by different parties in separate counterparts, each of which when so executed shall be 6981 deemed to be an original and all of which taken together shall constitute one and the same agreement. 6982 Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. 6983

 
-155- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Trans-6984 mission shall be as effective as delivery of a manually executed counterpart hereof. 6985 Section 11.18 Entire Agreement. The Loan Documents embody the entire agreement of the 6986 parties and supersede all prior agreements and understandings relating to the subject matter thereof and 6987 any prior letter of interest, commitment letter, fee letter, confidentiality and similar agreements involving 6988 any Loan Party and any of the Administrative Agent, any Lender or any L/C Issuer or any of their respec-6989 tive Affiliates relating to a financing of substantially similar form, purpose or effect. In the event of any 6990 conflict between the terms of this Agreement and any other Loan Document, the terms of this Agreement 6991 shall govern (unless such terms of such other Loan Documents are necessary to comply with applicable 6992 Requirements of Law, in which case such terms shall govern to the extent necessary to comply therewith). 6993 Section 11.19 Use of Name. The Borrower agrees, and shall cause each other Loan Party to 6994 agree, that it shall not, and shall use commercially reasonable efforts to ensure that none of its Affiliates 6995 shall, issue any press release or other public disclosure (other than any document filed with any Govern-6996 mental Authority relating to a public offering of the Securities of any Loan Party) using the name, logo or 6997 otherwise referring to Royal Bank, any Lender or of any of their respective Affiliates, the Loan Docu-6998 ments or any transaction contemplated therein to which the Secured Parties are party without at least 6999 2 Business Days’ prior notice to Royal Bank or such Lender, as applicable, and without the prior consent 7000 of Royal Bank or such Lender, as applicable, except to the extent required to do so under applicable Re-7001 quirements of Law and then, only after consulting with Royal Bank or such Lender, as applicable, prior 7002 thereto. 7003 Section 11.20 Non-Public Information; Confidentiality. 7004 (a) Each Lender and L/C Issuer acknowledges and agrees that it may receive materi-7005 al non-public information hereunder concerning the Loan Parties and their Affiliates and Securities and 7006 agrees to use such information in compliance with all relevant policies, procedures and Contractual Obli-7007 gations and applicable Requirements of Laws (including United States federal and state security laws and 7008 regulations). 7009 (b) Each Lender, L/C Issuer and the Administrative Agent agrees to use all reasona-7010 ble efforts to maintain, in accordance with its customary practices, the confidentiality of information ob-7011 tained by it pursuant to any Loan Document and designated in writing by any Loan Party as confidential, 7012 except that such information may be disclosed (i) with the Borrower’s consent, (ii) to Related Persons of 7013 such Lender, L/C Issuer or the Administrative Agent, as the case may be, or to any Person that any 7014 L/C Issuer causes to Issue Letters of Credit hereunder, that are advised of the confidential nature of such 7015 information and are instructed to keep such information confidential, (iii) to the extent such information 7016 presently is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 7017 11.20 or (B) available to such Lender, L/C Issuer or the Administrative Agent or any of their Related Per-7018 sons, as the case may be, on a non-confidential basis from a source other than any Loan Party not known 7019 to them to be subject to disclosure restrictions, (iv) to the extent disclosure is required by applicable Re-7020 quirements of Law or other legal process or requested or demanded by any Governmental Authority hav-7021 ing jurisdiction over it or in connection with any pledge or assignment permitted under Section 11.2(e), 7022 (v) to the extent necessary or customary for inclusion in league table measurements or in any tombstone 7023 or other advertising materials (and the Loan Parties consent to the publication of such tombstone or other 7024 advertising materials by the Administrative Agent, any Lender, any L/C Issuer or any of their Related 7025 Persons), (vi) to the National Association of Insurance Commissioners or any similar organization, any 7026 examiner or any nationally recognized rating agency or otherwise to the extent consisting of general port-7027 folio information that does not identify Loan Parties, (vii) to current or prospective assignees, SPVs (in-7028 cluding the investors or prospective investors therein), grantees of any option described in Section 11.2(g) 7029

 
-156- CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 or participants, direct or contractual counterparties to any Hedging Agreement permitted hereunder and to 7030 their respective Related Persons, in each case to the extent such assignees, participants, counterparties or 7031 Related Persons agree to be bound by provisions substantially similar to the provisions of this Sec-7032 tion 11.20 and (viii) in connection with the exercise of any remedy under any Loan Document. In the 7033 event of any conflict between the terms of this Section 11.20 and those of any other Contractual Obliga-7034 tion entered into with any Loan Party (whether or not a Loan Document), the terms of this Section 11.20 7035 shall govern. 7036 Section 11.21 Actions in Concert. Notwithstanding anything herein or in the other Loan Doc-7037 uments to the contrary, each Lender hereby agrees with each other Lender that no Lender shall take any 7038 action to protect or enforce its rights against any Loan Party arising out of this Agreement or any other 7039 Loan Document (including exercising any rights of setoff) without first obtaining the prior written con-7040 sent of the Administrative Agent or the Required Lenders, it being the intent of the Lenders that any such 7041 action to protect or enforce rights under this Agreement and the other Loan Documents shall be taken in 7042 concert and at the direction or with the consent of the Administrative Agent or the Required Lenders. 7043 Section 11.22 Patriot Act Notice. Each Lender subject to the USA PATRIOT Act of 2001 (31 7044 U.S.C. 5318 et seq.) hereby notifies the Borrower that, pursuant to Section 326 thereof, it is required to 7045 obtain, verify and record information that identifies the Borrower, including the name and address of the 7046 Borrower and other information allowing such Lender to identify the Borrower in accordance with such 7047 act. 7048 Section 11.23 Arrangers, Etc. Notwithstanding any other provision of this Agreement or any 7049 provision of any other Loan Document, each Arranger is named as a joint bookrunner or joint lead ar-7050 ranger for recognition purposes only, and in its capacity as such shall have no rights, duties, responsibili-7051 ties or liabilities with respect to this Agreement or any other Loan Document in such capacity, except that 7052 each such Person and its Affiliates shall be entitled to the rights expressly stated to be applicable to them 7053 in Sections 2.11(e), 6.1, 11.4 and 11.19 (subject to the applicable obligations and limitations as set forth 7054 therein). 7055 [Signature Pages Follow] 7056

 
CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their 7057 respective officers thereunto duly authorized, as of the date first above written. 7058 TOWNSQUARE MEDIA, INC., AS BORROWER 7059 By: /s/ Stuart Rosenstein 7060 Name: Stuart Rosenstein 7061 Title: Executive Vice President, Chief Financial 7062 Officer and Secretary 7063 7064

 
CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 ROYAL BANK OF CANADA, as Administrative Agent 7065 By: /s/ Rodica Dutka 7066 Name: Rodica Dutka 7067 Title: Manager, Agency 7068 ROYAL BANK OF CANADA, as L/C Issuer, 7069 Swingline Lender and Lender 7070 By: /s/ Alfonse Simone 7071 Name: Alfonse Simone 7072 Title: Authorized Signatory 7073 OTHER LENDERS: 7074 BANK OF AMERICA, N.A., 7075 as a Lender 7076 By: /s/ Gregory Roetting 7077 Name: Gregory Roetting 7078 Title: Vice President 7079 SUNTRUST BANK, 7080 as a Lender 7081 By: /s/ Christophe Strauven 7082 Name: Christophe Strauven 7083 Title: Managing Director 7084 MIHI LLC, 7085 as a Lender 7086 By: /s/ Ayesha Farooqi 7087 Name: Ayesha Farooqi 7088 Title: Authorized Signatory 7089 By: /s/ T. Morgan Edwards II 7090 Name: T. Morgan Edwards II 7091 Title: Authorized Signatory 7092

 
CG&R Draft Last Saved: 03/31/2015 10:05 pm 18471007v22 JEFFRIES FINANCE LLC, 7093 as a Lender 7094 By: /s/ Brian Buoye 7095 Name: Brian Buoye 7096 Title: Managing Director 7097 7098

 
EXECUTION VERSION CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 GUARANTY AND SECURITY AGREEMENT Dated as of April 1, 2015 among TOWNSQUARE MEDIA, INC. and Each Grantor From Time to Time Party Hereto and ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent

 
-i- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS Section 1.1 Definitions .......................................................................................................................... 1 Section 1.2 Certain Other Terms ........................................................................................................... 4 ARTICLE II GUARANTY 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 ................................................................................ 5 Section 2.6 Waivers ............................................................................................................................... 6 Section 2.7 Reliance .............................................................................................................................. 7 Section 2.8 Keepwell ............................................................................................................................. 7 ARTICLE III GRANT OF SECURITY INTEREST Section 3.1 Collateral ............................................................................................................................. 7 Section 3.2 Grant of Security Interest in Collateral ............................................................................... 8 ARTICLE IV REPRESENTATIONS AND WARRANTIES 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 ............................................. 9 Section 4.7 Intellectual Property .......................................................................................................... 10 Section 4.8 Commercial Tort Claims .................................................................................................. 10 Section 4.9 Specific Collateral ............................................................................................................. 10 ARTICLE V COVENANTS Section 5.1 Maintenance of Perfected Security Interest; Further Documentation and Consents ........ 10

 
Page -ii- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 Section 5.2 Changes in Locations, Name, Etc. .................................................................................... 11 Section 5.3 Pledged Collateral ............................................................................................................. 12 Section 5.4 [Reserved] ......................................................................................................................... 12 Section 5.5 Commodity Contracts ....................................................................................................... 12 Section 5.6 Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper .................................. 12 Section 5.7 Intellectual Property .......................................................................................................... 13 Section 5.8 Notice of Commercial Tort Claims ................................................................................... 14 Section 5.9 Compliance with Credit Agreement ................................................................................. 14 ARTICLE VI REMEDIAL PROVISIONS Section 6.1 Code and Other Remedies ................................................................................................ 15 Section 6.2 Accounts and Payments in Respect of General Intangibles .............................................. 17 Section 6.3 Pledged Collateral ............................................................................................................. 18 Section 6.4 Proceeds to be Turned over to and Held by Administrative Agent .................................. 19 Section 6.5 Registration Rights ........................................................................................................... 19 Section 6.6 Deficiency ......................................................................................................................... 20 ARTICLE VII THE ADMINISTRATIVE AGENT Section 7.1 Administrative Agent’s Appointment as Attorney-in-Fact ............................................... 20 Section 7.2 Authorization to File Financing Statements ..................................................................... 22 Section 7.3 Authority of Administrative Agent ................................................................................... 22 Section 7.4 Duty; Obligations and Liabilities ...................................................................................... 22 ARTICLE VIII MISCELLANEOUS Section 8.1 Reinstatement .................................................................................................................... 23 Section 8.2 Release of Collateral or Guarantors .................................................................................. 23 Section 8.3 Independent Obligations ................................................................................................... 24 Section 8.4 No Waiver by Course of Conduct ..................................................................................... 24 Section 8.5 Amendments in Writing .................................................................................................... 24 Section 8.6 Additional Grantors; Additional Pledged Collateral ......................................................... 24 Section 8.7 Notices .............................................................................................................................. 24 Section 8.8 Successors and Assigns .................................................................................................... 24 Section 8.9 Counterparts ...................................................................................................................... 25 Section 8.10 Severability ....................................................................................................................... 25 Section 8.11 Governing Law ................................................................................................................. 25 Section 8.12 WAIVER OF JURY TRIAL ............................................................................................. 25 Section 8.13 Actions Requiring FCC Approval .................................................................................... 25

 
-iii- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 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 Location of Inventory and Equipment Schedule 5 Pledged Collateral Schedule 6 Intellectual Property

 
CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 GUARANTY AND SECURITY AGREEMENT, dated as of April 1, 2015, by Townsquare Me- dia, Inc. (the “Borrower”) and each of the other entities listed on the signature pages hereof or that be- comes a party hereto pursuant to Section 8.6 (together with the Borrower, the “Grantors”), in favor of Royal Bank of Canada (“Royal Bank”), as administrative agent and collateral agent (in such capacities, 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 April 1, 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the Lenders and the Administrative Agent, the Lenders have severally agreed to provide the Loans 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 Loans and the other Obligations (as defined in the Credit Agreement) of the Borrower; WHEREAS, each Grantor will derive substantial direct and indirect benefits from the provision of the Loans under the Credit Agreement; and WHEREAS, it is a condition precedent to the obligation of the Lenders to provide the Loans 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 and the Admin- istrative Agent to enter into the Credit Agreement, to induce the Lenders to provide their respective por- tion of the Loans to the Borrower thereunder, to induce the L/C Issuers to issue Letters of Credit under the Credit Agreement and to induce the Secured Hedging Counterparties and Cash Management Banks to enter into the Secured Hedging Agreements and Secured Cash Management Agreements, as applicable, 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 Agree- ment. (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 mean- ings to be equally applicable to both the singular and plural forms of the terms defined): “account”, “ac- count debtor”, “as-extracted collateral”, “bank”, “certificated security”, “chattel paper”, “commercial tort claim”, “commodity contract”, “control”, “deposit account”, “electronic chattel paper”, “equipment”, “farm products”, “fixture”, “general intangible”, “goods”, “health-care-insurance receivable”, “instru- ments”, “inventory”, “investment property”, “letter-of-credit right”, “proceeds”, “record”, “securities ac- count”, “securities intermediary”, “security”, “supporting obligation” and “tangible chattel paper”. (c) The following terms shall have the following meanings:

 
-2- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 “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 specified in Section 3.1. “Excluded Equity” means (i) in the case of each Subsidiary of a Grantor that is a CFC or CFC Holding Company, any voting stock (and non-voting stock convertible into voting stock) in excess of 65% of its outstanding voting stock (plus any outstanding non-voting stock convertible into voting stock) and (ii) in the case of any subsidiary or joint venture acquired by the Borrower subsequent to the date hereof, the Stock of such subsidiary or such joint venture solely to the extent, if any, that, and solely dur- ing the period, if any, in which the pledge of such Stock would violate the terms of any shareholder agreement or similar arrangements (including joint venture agreements) relating to such subsidiary or such joint venture, as the case may be. 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 Section 1.956-2(c)(2)). “Excluded Property” means, collectively, (i) any fee owned real property with a book value of less than $5,000,000 and any real property leasehold interest, (ii)(x) segregated deposit account or securi- ty account for payroll, zero-balance accounts, (y) deposit accounts with a weekly balance of less than $750,000 in the aggregate for all such accounts excluded pursuant to this clause (ii)(y) and (z) security accounts containing cash and Cash Equivalents of less than $3,000,000 in the aggregate for all such ac- counts excluded pursuant to this clause (ii)(z), (iii)any FCC License, to the extent prohibited by any Re- quirement of Law, including, without limitation, the Communications Laws, (iv) any non-FCC License, permit or license or any Contractual Obligation entered into by any Grantor (A) that prohibits or requires the consent of any Person other than the Borrower and its Affiliates as a condition to the creation by such Grantor of a Lien on or assignment by such Grantor of any right, title or interest in such non-FCC Li- cense, permit, license or Contractual Obligation or any Stock or Stock Equivalent related thereto or (B) to the extent that any Requirement of Law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition in (A) and (B), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC, (v) fixed or capi- tal assets 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 or the acquisition of such asset subject to such purchase money Lien) prohibits or requires the consent of any Person other than the Borrower and its Affiliates (to the extent such consent has not been obtained) as a condition to the creation of any other Lien on such asset, (vi) Vehicles and any other assets subject to a certificate of title (except to the extent perfection in such vehicles may be achieved by the filing of a UCC financing statement and any commercial tort claims with a value less than $3,000,000); (vii) any application for registration of a Trademark filed with the U.S. Patent and Trademark Office (“PTO”) on an intent-to-use basis until such time (if any) as a verified statement of use or amendment to allege use is accepted by the PTO, at which time such Trademark shall automatically become part of the Collateral and subject to the security interest pledged; (viii) Excluded Equity; (ix) assets as to which the costs of obtaining a security interest are excessive (as reasonably de- termined by the Administrative Agent in writing) in relation to the value of the security afforded thereby; (x) cash pledged to secure letter of credit reimbursement obligations to the extent such secured letters of credit are issued or permitted under the Credit Agreement; and (xi) pledges and security interests prohib- ited by applicable law, rule or regulation; provided, however, “Excluded Property” shall not include (i) to the maximum extent permitted by law, all rights incident or appurtenant to any FCC License, the econom- ic value of any FCC License, and the right to receive all monies, consideration, and proceeds derived from or in connection with the sale, assignment or transfer of any FCC License and (ii) any proceeds,

 
-3- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitu- tions or replacements would otherwise constitute Excluded Property). No steps to create or perfect a lien will be required in any foreign jurisdictions with respect to assets held in foreign jurisdictions (it being understood that the Lenders shall not require the Loan Parties to enter into any security agreements or pledge agreements governed under foreign law). “Guaranteed Obligations” has the meaning specified 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. “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. “Perfection Certificate” shall mean a certificate in the form of Exhibit A or any other form ap- proved by the Administrative Agent, as the same shall be supplemented from time to time. “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, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, exceeding $3,000,000, individually or in the aggregate, including all Stock and Stock Equivalents listed on Schedule 5 (whether or not such Stock or Stock Equivalents exceed $3,000,000, individually or in the aggregate). Pledged Certificated Stock excludes any Excluded Property. “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 evi- dencing any Indebtedness owed to such Grantor exceeding $3,000,000, individually or in the aggregate, including all Indebtedness described on Schedule 5, issued by the obligors named therein. Pledged Debt Instruments excludes any Excluded Property. “Pledged Investment Property” means any investment property of any Grantor, and any distribu- tion of property made on, in respect of or in exchange for the foregoing from time to time, exceeding $750,000, individually or in the aggregate, other than any Pledged Stock or Pledged Debt Instruments. Pledged Investment Property excludes any Excluded Property. “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 lia- bility 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, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, exceeding $3,000,000, individually or in the aggregate, including in each case those interests set forth on Schedule 5 (whether or not such Stock or Stock Equivalents exceed $3,000,000, individually or in the aggregate), to the extent such inter- ests are not certificated. Pledged Certificated Stock excludes any Excluded Property.

 
-4- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 “Qualified ECP Guarantor” shall mean, at any time, in respect of any Secured Swap Obligation, each Guarantor with total assets exceeding $10,000,000 at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Secured Swap Obligation or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “Secured Swap Obligation” means all Obligations under any Secured Hedging Agreement. “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 docu- mentation, training materials and configurations related to any of the foregoing. “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 Re- quirement 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 ju- risdiction other than the State of New York, “UCC” shall mean the Uniform Commercial Code as in ef- fect 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 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, Sched- ule, 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 enter into the Credit Agreement, each Guar- antor 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 Doc- ument, of all the Obligations of the Borrower and each other Guarantor whether existing on the date here- of 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 Guaran- tor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be lia- ble 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 trans-

 
-5- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 fer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Sec- tion 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 Sec- tion 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 Loans and other Obligations and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the Guar- anteed 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 obli- gations of any Guarantor hereunder and without incurring any liability hereunder, from time to time, to do each of the following: (a) subject to compliance, if applicable, with Section 11.1 of the Credit Agreement (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 re- alized to any Guaranteed Obligation in such order as provided in 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, aban- don, fail to perfect, subordinate, accept, substitute, surrender, exchange, affect, impair or other- wise 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 Obliga- tion, (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 Bor- rower and 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 Obliga- tions. Section 2.5 Guaranty Absolute and Unconditional. To the extent not prohibited by applica- ble law, each Guarantor hereby waives and agrees not to assert any defense (other than termination of the Loan Documents (including termination of all commitments under the Credit Agreement) and payment in full of the Guaranteed Obligations (other than contingent indemnification Obligations)) in respect of this Guaranty, whether arising in connection with or in respect of any of the following or otherwise, and here- by 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

 
-6- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except 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 (in- cluding 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 Borrow- er’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omis- sion 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 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 oth- erwise 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 payment in full of the Guaranteed Ob- ligations (other than contingent indemnification Obligations). Section 2.6 Waivers. To the extent not prohibited by applicable law, each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense (other than termina- tion of the Loan Documents (including termination of all commitments thereunder) and payment in full of the Guaranteed Obligations (other than contingent indemnification Obligations)), 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 of the Loan Documents (including termination of all com- mitments thereunder) and payment in full of the Guaranteed Obligations (other than contingent indemni- fication Obligations), 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) 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 by payment in full of the Guaranteed Obligations (other than contingent indemnification Obligations).

 
-7- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 Section 2.7 Reliance. Each Guarantor hereby assumes responsibility for keeping itself in- formed 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 or any part thereof that diligent inquiry would re- veal, 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 ac- cepted 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. Section 2.8 Keepwell. Each Loan Party that is a Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party with respect to any Secured Swap Obligation as may be needed by such Loan Party from time to time to honor all of its obligations under this Guaranty in respect of such Secured Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under Section 2.1, or otherwise under this Guar- anty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Sec- tion shall remain in full force and effect until the termination or release of this Agreement with respect to such Qualified ECP Guarantor pursuant to Section 8.2. Each Loan Party that is a Qualified ECP Guaran- tor intends this Section 2.8 to constitute, and this Section 2.8 shall be deemed to constitute a “keepwell, support, or other agreement” for the benefit of, each Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 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, Intellectual Property, inventory, investment property, letter-of-credit rights 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 5.8; (c) all books and records pertaining to the other property (other than Excluded Prop- erty) described in this Section 3.1; (d) all property of such Grantor held by any Secured Party, including all 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;

 
-8- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 (e) all other goods (including but not limited to fixtures) and personal property of such Grantor, whether tangible or intangible and wherever located; (f) all FCC Licenses and the proceeds of any FCC Licenses, provided that such se- curity interest does not include at any time any FCC Licenses to the extent (but only to the extent) that at such time the Administrative Agent may not validly possess a security interest directly in the FCC Licenses pursuant to the Communications Laws, as in effect at such time, but such secu- rity interest does include, to the maximum extent permitted by law, the economic value of the FCC Licenses, all rights incident or appurtenant to the FCC Licenses and the right to receive all monies, consideration and proceeds derived from or in connection with the sale, assignment or transfer of the FCC Licenses; and (g) to the extent not otherwise included and except to the extent expressly excluded by the terms hereof, all proceeds of the foregoing; provided, however, that “Collateral” shall not include any Excluded Property; and provided, further, that if and when any property shall cease to be Excluded Property, such property shall be deemed at all times from and after the date hereof to constitute Collateral. 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 pledges to the Ad- ministrative 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 other Secured Parties to enter into the Loan Documents, each Grantor hereby represents and warrants each of the following to the Ad- ministrative Agent, the Lenders, and the other Secured Parties: Section 4.1 Title; No Other Liens. Except for the Lien granted to the Administrative Agent pursuant to this Agreement and other Permitted Liens, such Grantor owns its portion of the Collateral free and clear of any and all Liens. Such Grantor (a) is the record and beneficial owner of the Collateral pledged by it hereunder constituting instruments or certificates and (b) has rights in or the power to trans- fer 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 for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (a) 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 Sched- ule 2 (which, in the case of all filings and other documents referred to on such schedule, have been deliv- ered to the Administrative Agent in completed and duly authorized form), (b) [reserved], (c) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings hav- ing been made with the United States Copyright Office or the United States Patent and Trademark Office, as applicable, (d) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the

 
-9- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 execution of a Contractual Obligation granting control to the Administrative Agent over such letter-of- credit rights, and (e) 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. Such security interest shall be pri- or to all other Liens on the Collateral except for Permitted Liens having priority over the Administrative Agent’s Lien by operation of law or unless otherwise 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 Instru- ments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Administrative Agent or in blank and (ii) 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, all actions by each Grantor reasonably necessary to protect and 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 principal place of business, in each case as of the date hereof, is speci- fied on Schedule 3 and such Schedule 3 also lists all jurisdictions of incorporation and legal names for the five years preceding the date hereof. Section 4.4 Locations of Inventory, Equipment and Books and Records. On the date hereof, such Grantor’s inventory and equipment (other than inventory or equipment in transit, out for repair, in- tended for personal use (such as cell phones and laptops)), having a fair market value of at least $3,000,000 individually, and books and records concerning the Collateral are kept at the locations listed on Schedule 4. Section 4.5 Pledged Collateral. (a) The Pledged Stock pledged by such Grantor as of the date hereof (a) is listed on Sched- ule 5 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and, (b) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships). (b) As of the Closing Date, except as set forth on Schedule 5, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates in each case having a principal amount in excess of $750,000, individually or in the aggregate and all Pledged Collateral (other than Pledged Uncertificated Stock) listed on Schedule 5, has been deliv- ered to the Administrative Agent in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default and after written notice to the applicable Grantor, to the fullest extent permitted by applicable law, 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 in ex- cess of $3,000,000 individually or in the aggregate payable to such Grantor under or in connection with any account or otherwise is evidenced by any instrument or tangible chattel paper that has not been deliv-

 
-10- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 ered to the Administrative Agent, properly endorsed for transfer, to the extent delivery is required by Sec- tion 5.6(a). Section 4.7 Intellectual Property. (a) Schedule 6 sets forth, as of the Closing Date, a true and complete list of (x) the following Intellectual Property each such Grantor owns: (i) Intellectual Property that is registered or subject to ap- plications for registration, (ii) Internet Domain Names and (iii) material Software, and including for each of the foregoing items, as applicable (A) the owner, (B) the title, (C) the jurisdiction in which such item has been registered or otherwise arises or in which an application for registration has been filed and (D) the registration or application number and registration or application date and (y) all material IP Li- censes or other rights (including franchises) granted by or to the Grantor with respect thereto (except for licenses of commercially available software) including the identity of the licensor licensee, as applicable. (b) On the Closing Date, 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 any of the following, and none of the following shall limit or impair the ownership, use, validity or enforceability of, or any rights of such Grantor in, any Material Intellectual Property: (i) the consummation of the transactions contem- plated by any Loan Document or (ii) any holding, decision, judgment or order rendered by any Govern- mental Authority. There are no pending (or, to the knowledge of such Grantor, threatened) actions, inves- tigations, suits, proceedings, audits, claims, demands, orders or 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 has been or is infringing, misappropriating, diluting, violating or otherwise impairing 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 in an aggregate amount in excess of $3,000,000 (as reasonably determined by the Grantor) existing on the date hereof for which a complaint has been filed in a court of competent jurisdiction are those listed on Sched- ule 1, which sets forth such information separately for each Grantor. Section 4.9 Specific Collateral. As of the date this representation and warranty is required to be made pursuant to the Credit Agreement, 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. ARTICLE V COVENANTS Each Grantor agrees with the Administrative Agent to the following, as long as any Commitment or any other Obligation remains outstanding (other than contingent indemnification Obligations and other than amounts due and payable with respect to Letters of Credit that have been cash collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place) in ac- cordance with Section 10.10(b) of the Credit Agreement and, in each case, unless the Required Lenders otherwise consent in writing: Section 5.1 Maintenance of Perfected Security Interest; Further Documentation and Con- sents.

 
-11- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 (a) Generally. Such Grantor shall (i)(x) not use or permit any Collateral (other than any Ra- dio Station License or FCC License) to be used in violation of any provision of any Loan Document, any Related Document, any applicable Requirement of Law or any policy of insurance covering the Collateral and (y) not use or permit any Radio Station License or FCC License to be used in violation of (1) any provision of any Loan Document, any Related Document or any policy of insurance covering such Col- lateral or (2) except where the failure to do so would not result in a Material Adverse Effect, any Re- quirement of Law and (ii) not enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Administrative Agent to Sell any Collateral (other than as expressly permit- ted under Section 8.10 of the Credit Agreement) except, for any restriction, as would not result in a Mate- rial Adverse Effect. (b) Such Grantor shall take all reasonable actions to maintain the security interest created by this Agreement (subject to any limitations with respect to perfection as set forth in the Credit Agreement and this Agreement) as a perfected security interest having at least the priority described (and subject to the qualifications) in Section 4.2 (subject to Permitted Liens) and shall take all commercially reasonable actions to defend such security interest and such priority against the claims and demands of all Persons, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (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 reasonably satisfactory to the Ad- ministrative Agent. (d) At any time and from time to time, upon the reasonable written request of the Adminis- trative 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 under United States law and (ii) take such further action as the Administrative Agent may reasonably request under United States law, including, without limitation, 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 Con- tractual Obligation, including any IP License, held by such Grantor and to enforce the security interests granted hereunder. Notwithstanding anything herein to the contrary, no Grantor will be required to (a) take any action with respect to the creation or perfection of Liens under the laws of any non-United States jurisdiction (it being understood and agreed for the avoidance of doubt that the Administrative Agent and the Lenders shall not require the Borrower or any other Grantor or their respective Subsidiaries to enter into any security agreements or pledge agreements governed by foreign law), (b) enter into any deposit account control agreement, securities account control agreement or other control agreement with respect to any deposit account, securities account or other asset requiring perfection through control (including securities entitlements) or (c) deliver any landlord lien waivers, estoppels and collateral access letters. Section 5.2 Changes in Locations, Name, Etc. Within five (5) Business Days of any of the following, the Borrower shall provide written notice to the Administrative Agent and delivery to the Ad- ministrative Agent of all documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein of any: (i) inventory or equipment to be kept at a location other than those listed on Sched- ule 4, except for inventory or equipment in transit, out for repair, intended for personal use (such

 
-12- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 as cell phones and laptops) and inventory or equipment having a fair market value of at least $3,000,000 individually; (ii) change in its jurisdiction of organization or the location of its chief executive of- fice, in each case from that referred to in Section 4.3; or (iii) change in its legal name or organizational identification number, if any, or corpo- ration, limited liability company, partnership or other organizational structure to such an extent that any financing statement filed in connection with this Agreement would become seriously misleading. Section 5.3 Pledged Collateral. (a) Delivery of Pledged Collateral. Such Grantor shall (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 and (C) all certificates and instruments evidencing Pledged Investment Property ; in each case, accompanied by duly executed in- struments of transfer or assignment in blank and with respect to such Collateral in existence on the date hereof, such delivery shall be made on or before the Closing Date and with respect to any other such Col- lateral, such delivery shall be made promptly (and in any event within 5 Business Days, or as extended by the Administrative Agent acting in its reasonable discretion) following the acquisition thereof. (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 upon at least one (1) Business Day’s notice to the applicable Grantor, 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 Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger denominations. (c) Cash Distributions with respect to Pledged Collateral. Except as otherwise provided in Article VI and subject to the limitations in the Credit Agreement, 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 exer- cise all voting, consent and corporate, partnership, limited liability company and similar rights with re- spect to the Pledged Collateral; provided, however, that no vote shall be cast, consent given or right exer- cised or other action taken by such Grantor that would impair the Collateral or result in any violation of any provision of any Loan Document. Section 5.4 [Reserved]. Section 5.5 Commodity Contracts. Such Grantor shall not have any commodity contract oth- er than with a Person approved by the Administrative Agent. 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 $3,000,000, 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 (other than a check) delivered in accordance with Section 5.3(a) and in the possession of the Administrative Agent, such Grantor shall, at the request of the

 
-13- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 Administrative Agent, promptly deliver such instrument or tangible chattel paper to the Administrative Agent, duly indorsed in a manner reasonably satisfactory to the Administrative 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 constituting Collateral to any Person other than the Ad- ministrative Agent. (c) If such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a support- ing obligation of any Collateral and (ii) in excess of $3,000,000, individually or in the aggregate, such Grantor shall promptly, and in any event within ten (10) Business Days after becoming a beneficiary, no- tify the Administrative Agent thereof and, to the extent reasonably required by the Administrative Agent, exercise commercially reasonable efforts to enter into a Contractual Obligation with the Administrative Agent, the issuer of such letter of credit or any nominated person with respect to the letter-of-credit rights under such letter of credit. Such Contractual Obligation shall assign such letter-of-credit rights to the Administrative Agent and such assignment shall be sufficient to grant control for the purposes of Sec- tion 9-107 of the UCC (or any similar section under any equivalent UCC). Such Contractual Obligation shall also direct all payments thereunder to a Cash Collateral Account. The provisions of the Contractual Obligation shall be in form and substance reasonably satisfactory to the Administrative Agent. (d) If any amount in excess of $3,000,000, individually or in the aggregate, payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper, such Grantor shall take all steps 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 Transac- tions Act and the Electronic Signatures in Global and National Commerce Act. Section 5.7 Intellectual Property. (a) Within 45 days after the end of each calendar quarter such Grantor shall notify the Ad- ministrative Agent of any change to Schedule 6 and, such Grantor shall provide the Administrative Agent notification thereof and 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. With respect to any Intellectual Property acquired after the date hereof, the provisions hereof shall automatically apply thereto and shall automatically constitute Collateral as if such would have con- stituted Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. (b) Such Grantor shall, consistent with such Grantor’s reasonable business judgment (and shall cause all its licensees to) (i) (A) continue to use each Trademark included in the Material Intellectual Property 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, (B) maintain at least the same standards of quality of products and services offered under such Trademark included in the Material Intellectual Property as are currently maintained, (C) use such Trademark includ- ed in the Material Intellectual Property with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (D) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark included in the Material Intellectual Prop- erty unless the Administrative Agent shall obtain a perfected security interest in such other Trademark pursuant to this Agreement and (ii) not do any act or omit to do any act whereby (A) such Trademark in- cluded in the Material Intellectual Property (or any goodwill associated therewith) may become de- stroyed, invalidated, impaired or harmed in any way, (B) any Patent included in the Material Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated to the public, (C) any

 
-14- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 portion of the Copyrights included in the Material Intellectual Property may become invalidated, other- wise impaired or fall into the public domain or (D) any Trade Secret that is Material Intellectual Property may become publicly available or otherwise unprotectable. (c) Such Grantor shall notify the Administrative Agent promptly if it knows, or has reason to know, that any application or registration relating to any Material Intellectual Property may become for- feited, misused, unenforceable, abandoned or dedicated to the public, or of any adverse determination or development regarding the validity or enforceability or such Grantor’s ownership of, interest in, right to use, register, own or maintain any Material Intellectual Property (including the institution of, or any such determination or development in, any proceeding relating to the foregoing in any Applicable IP Office). Such Grantor shall take all actions that are necessary in its reasonable business judgment or reasonably requested by the Administrative Agent to maintain and pursue each application (and to obtain the relevant registration or recordation) and to maintain each registration and recordation included in the Material In- tellectual Property. (d) Such Grantor shall not knowingly do any act or omit to do any act to infringe, misappro- priate, dilute, violate or otherwise impair the Intellectual Property of any other Person. In the event that any Material Intellectual Property of such Grantor is or has been infringed, misappropriated, violated, di- luted or otherwise impaired by a third party, such Grantor shall take such action as it reasonably deems appropriate under the circumstances in response thereto, including, when applicable, promptly bringing suit and recovering all damages therefor. (e) Such Grantor shall execute and deliver to the Administrative Agent in form and sub- stance reasonably acceptable to the Administrative Agent and suitable for filing in the Applicable IP Of- fice the short-form intellectual property security agreements in the form attached hereto as Annex 3 for all Copyrights, Trademarks, and Patents of such Grantor. Section 5.8 Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any commercial tort claim (whether from another Person or because such commercial tort claim shall have come into existence after the date hereof) (other than any commercial tort claim for which a complaint has not been filed in a court of competent jurisdiction or having a value, taking the greater of the aggregate claimed damages thereunder having an aggregate amount, when added together with all other then existing commercial tort claims of such Grantor, that exceeds $3,000,000), (i) such Grantor shall, within forty-five (45) days of 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 descrip- tion 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 reasonably required by the Administrative Agent to obtain, on behalf of the Secured Parties, a perfected security in- terest under the terms and pursuant to the provisions of this Agreement in such commercial tort claim. Any supplement to Schedule 1 delivered pursuant to this Section 5.8 shall, after the receipt thereof by the Administrative Agent, become part of Schedule 1 for all purposes hereunder other than in respect of rep- resentations and warranties made prior to the date of such receipt. Section 5.9 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 (Net Payments), 11.3 (Costs and Expenses), 11.4 (Indemnities) and Section 11.14 (Jurisdiction) of the Credit Agreement and agrees to the same submission to jurisdiction as that agreed to by the Borrower in the Credit Agreement.

 
-15- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 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 Adminis- trative Agent may, upon notice (either prior to or promptly after any such action) and only to the extent permitted by applicable Requirements of Law, without demand of performance or other demand, pre- sentment, protest, advertisement or notice of any kind (except any notice required by law referred to be- low) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertise- ments 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 advisa- ble 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, to the extent not prohibited by law, hereby waived and released. (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 the Collateral 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 Adminis- trative 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 reasonably 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 Collat- eral, the Administrative Agent shall have the right to hold or use such Collateral to the extent that it deems reasonably appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed reasonably 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 re- spect 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 Admin- istrative 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 costs and expenses incurred in connection with the disposition or management of the Collateral or incidental to the care or safekeeping

 
-16- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 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 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 ap- plication and after the payment by the Administrative Agent of any other amount required by any Re- quirement 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 ex- haust 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 Lender, any valuation, stay, appraisement, exten- sion, redemption or similar laws and any and all rights or defenses it may have as a surety, now or hereaf- ter existing, arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of any Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. (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 com- plete raw material or work in process into finished goods or other finished products for disposi- tion; (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, unless prohibited by applicable Requirements of Law; (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 Adminis- trative Agent, obtain the services of other brokers, investment bankers, consultants and other pro- fessionals 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

 
-17- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 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. Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of ac- tions 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, noth- ing 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 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, pro- cess, appropriate, remove, realize upon, Sell or grant options to purchase any Collateral) at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies during the con- tinuation of an Event of Default, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, (i) an irrevocable, 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 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 and programs used for the compilation or printout thereof (which, in the case of Trademarks shall be subject to commer- cially reasonable quality control) and (ii) an irrevocable license (without payment of rent or other compen- sation to such Grantor) to use, operate and occupy all Real Property owned, operated, leased, subleased or otherwise occupied by such Grantor. 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 Agree- ment, 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, when collected by any Grantor, shall be promptly (and, in any event, within three (3) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent, in a Cash Collateral Ac- count, 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 for the benefit of the Administrative Agent. Each such deposit of proceeds of accounts and payments in respect of general intangibles 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 reasonable request, deliver to the Administrative Agent all original and other documents evidencing, and relating to, the Con- tractual Obligations and transactions that gave rise to any account or any payment in respect of general intangibles, including all original orders, invoices and shipping receipts and notify ac-

 
-18- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 count debtors that the accounts or general intangibles have been collaterally assigned to the Ad- ministrative Agent and that payments in respect thereof shall be made directly to the Administra- tive Agent; (ii) the Administrative Agent may, with 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 or any thereof and, in its own name or in the name of oth- ers, communicate with account debtors to verify with them to the Administrative Agent’s satis- faction the existence, amount and terms of any account or amounts due under any general intan- gible. In addition, the Administrative Agent may at any time enforce such Grantor’s rights against such account debtors and obligors of general intangibles; and (iii) each Grantor shall take all actions, deliver all documents and provide all material information necessary and reasonably requested by the Administrative Agent to ensure any Inter- net 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 agree- ment 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 one (1) Business Day’s prior written notice by the Administrative Agent to the relevant Grantor or Grantors, the Adminis- trative 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 upon the occurrence and during the continuation of an Event of Default, (i) 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

 
-19- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 the Administrative Agent may 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 sharehold- ers, partners or members, as the case may be, calling special meetings of shareholders, partners or mem- bers, as the case may be, and voting at such meetings), which proxy shall be effective, upon the occur- rence and during the continuation of an Event of Default and five (5) Business Days’ prior written notice and without the necessity of any other action (including any transfer of any Pledged Collateral on the rec- ord 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 termination of all commitments and Obligations under the Loan Documents and the pay- ment in full of the Secured Obligations (other than contingent indemnification Obligations). (c) Authorization of Issuers. Each Grantor hereby expressly irrevocably authorizes and in- structs, upon the occurrence and during the continuation of an Event of Default, without any further in- structions 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 each Grantor agrees that such issuer shall be fully protected from Liabilities to such Grantor in so complying and (ii) unless otherwise expressly permitted hereby or by Section 8.5 of the Credit Agreement, pay any dividend or make any other payment with respect to the Pledged Collateral directly to the Administrative Agent. The Administrative Agent hereby agrees not to give such an instruction except upon five (5) Business Days’ prior written notice to the applicable Grantor and unless an Event of Default has occurred and is continuing. Section 6.4 Proceeds to be Turned over to and Held by Administrative Agent. Unless other- wise expressly provided in the Credit Agreement or this Agreement, all proceeds of any Collateral re- ceived during the continuance of an Event of Default by any Grantor hereunder in cash or Cash Equiva- lents shall be held by such Grantor for the benefit of the Administrative Agent and the other Secured Par- ties, 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 con- tinue 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) 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 of 1933 (the “Securities Act”) and applicable state or foreign securities laws or otherwise or may determine that a public sale is impracticable, not desirable 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 re- sult 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

 
-20- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 sale under the Securities Act or under applicable state securities laws even if such issuer would agree to do so. (b) Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably 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 Sec- tion 6.5 will cause irreparable injury to the Administrative Agent and other Secured Parties, that the Ad- ministrative 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 specifi- cally enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any de- fense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred or 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. 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 take any appropriate action and to execute any document or instrument that may be reasonably necessary 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 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 constituting 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 or with respect to any other Collat- eral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors con- stituting Collateral, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security in- terest in such Intellectual Property and the goodwill and general intangibles of such Grantor relat- ing thereto or represented thereby;

 
-21- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 (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 reasonably 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 pay- ment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in re- spect 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, ac- tion or proceeding at law or in equity in any court of competent jurisdiction to collect any Collat- eral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, pro- ceedings, 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 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 in each case constituting Collateral, in the United States on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document reasonably 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 reasonably 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. Anything in this Section 7.1(a) to the contrary notwithstanding, the Administrative Agent agrees that it shall not exercise any rights under the power of attorney provided for in this Section 7.1(a) unless an Event of Default shall have occurred and be continuing. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may upon five (5) Business Day’s prior written notice to such Grantor, perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The reasonable and documented out-of-pocket expenses of the Administrative Agent in- curred in connection with actions undertaken as provided in this Section 7.1, together with interest there- on 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 demand subject to the terms and conditions set forth in Section 11.3 of the Credit Agreement. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of 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

 
-22- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 created hereby are released or if earlier the termination of all commitments and Obligations under the Loan Documents and the payment in full of the Secured Obligations (other than contingent indemnifica- tion Obligations). Section 7.2 Authorization to File Financing Statements. Each Grantor authorizes the Admin- istrative 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 appro- priate to perfect the security interests of the Administrative Agent under this Agreement, and such financ- ing 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. Such Grantor also hereby ratifies its authorization for the Administrative Agent to have filed any initial financing statement or amendment thereto under the UCC (or other similar laws) in effect in any jurisdiction if filed prior to the date hereof. Each Grantor hereby further authorizes the Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Intellectual Property Se- curity Agreement in substantially the form attached as Annex 3 hereto or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Gran- tor and naming such Grantor, as debtor, and the Administrative Agent, as secured party. 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, vot- ing 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 in- quiry 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 pow- ers conferred on the Administrative Agent hereunder are solely to protect the Administrative Agent’s in- terest 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 fi- nally 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.

 
-23- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 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 Par- ty or other Person and applied to the Secured Obligations is at any time annulled, avoided, set aside, re- scinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or re- paid, or the proceeds of any Collateral are required to be returned by any Secured Party to such Loan Par- ty, 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 of such payment or repayment, any Lien or other Collateral securing such liability and any guaranty guaranteeing such liabilities 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, such Lien, other Collateral or provision shall be reinstat- ed 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. Section 8.2 Release of Collateral or Guarantors. (a) At the time provided in clause (b)(iii) of Section 10.10 (Release of Collateral or Guaran- tors) of the Credit Agreement, the Collateral shall be 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 terminate, all without delivery of any instru- ment or performance of any act by any party, and all rights to the Collateral shall automatically revert to the Grantors. Each Grantor is hereby authorized to file UCC amendments and all other documents, in- cluding any release forms with the Applicable IP Office at such time evidencing the termination of the Liens so released. At the request and expense of any Grantor following any such termination, the Admin- istrative 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 reasona- bly 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 released from the Lien created hereby to the extent provided under, and subject to the terms and condi- tions set forth in, such clauses (i) and (ii). In connection therewith, the Administrative Agent, at the re- quest and expense 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, a Grantor shall be re- leased from its obligations hereunder in the event that all the Securities of such Grantor shall be Sold in a transaction not prohibited by the Loan Documents (including pursuant to a waiver or consent).

 
-24- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 Section 8.3 Independent Obligations. The obligations of each Grantor hereunder are inde- pendent of and separate from the Secured Obligations and the Guaranteed Obligations. If any Secured Obligation or Guaranteed Obligation is not paid when due, or upon the occurrence and during the contin- uance 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 Gran- tor, 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 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 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 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 party would otherwise have on any future occasion. 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 schedules may be amended and supplemented at any time and from time to time in accordance with the terms hereunder, and annexes to this Agreement may be sup- plemented (but no existing provisions may be modified and no Collateral may be released) through Pledge Amendments and Joinder Agreements, in substantially the form of Annex l and Annex 2, respec- tively, in each case duly executed by the Administrative Agent and each Grantor directly affected thereby. Section 8.6 Additional Grantors; Additional Pledged Collateral. (a) Joinder Agreements. If, at the option of the Borrower or as required pursuant to Sec- tion 7.10 of the Credit Agreement, the Borrower shall cause any Subsidiary that is not a Grantor to be- come a Grantor hereunder, such Subsidiary shall execute and deliver to the Administrative Agent a Join- der 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. The ex- ecution and delivery of such Joinder Agreement shall not require the consent of any Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Grantor as a party to this Agreement. (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 sub- stantially the form of Annex 1 (each, a “Pledge Amendment”). Such Grantor authorizes the Administra- tive 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 party hereto and shall inure to the benefit of each party hereto and their successors and assigns, in each case, as permitted by the Credit Agreement; provided, however, that no Grantor may

 
-25- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 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. Section 8.10 Severability. Any provision of this Agreement being held illegal, invalid or un- enforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unen- forceable, 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, 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 THIS AGREEMENT BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.12. Section 8.13 Actions Requiring FCC Approval. (a) Notwithstanding anything herein to the contrary, the Administrative Agent, on behalf of the Secured Parties, agrees that to the extent prior FCC approval is required pursuant to Communications Laws for (i) the operation and effectiveness of any grant, right or remedy hereunder or under any other Loan Document or (ii) taking any action that may be taken by the Administrative Agent hereunder or un- der the other Loan Documents, such grant, right, remedy or actions will be subject to such prior FCC ap- proval having been obtained by or in favor of the Administrative Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Administrative Agent, on behalf of the Secured Par- ties, acknowledges that, to the extent required by the FCC, the voting rights in the Pledged Stock, as well as de jure, de facto and negative control over all FCC Licenses, shall remain with the Grantors even in the event of a Default until the FCC shall have given its prior consent to the exercise of securityholder rights by a purchaser at a public or private sale of the Pledged Stock or to the exercise of such rights by a re- ceiver, trustee, conservator or other agent duly appointed in accordance with applicable law. The Gran- tors shall, upon the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s request, file or cause to be filed such applications for approval and shall take such other actions reasonably required by the Administrative Agent, as directed by and on behalf of the Secured Parties, to obtain such FCC approvals or consents as are necessary to transfer ownership and control to the Adminis- trative Agent, on behalf of the Secured Parties, or their successors, assigns or designees of the FCC Li- censes held by the Grantors. To enforce the provisions of this subsection, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such re-

 
-26- CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 ceiver shall be instructed to seek from the FCC its consent to an involuntary transfer of control of any such FCC License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Upon the occurrence and during the continuance of an Event of Default, at the Administra- tive Agent’s request, the Grantors shall further use their reasonable best efforts to assist in obtaining ap- proval of the FCC, if required, for any action or transactions contemplated hereby, including, without lim- itation, the preparation, execution and filing with the FCC of the assignor’s or transferor’s portion of any application for consent to the assignment of any FCC License or transfer of control necessary or appropri- ate under the Communications Laws for approval of the transfer or assignment of any portion of the Col- lateral, together with any FCC License. (b) The Grantors acknowledge that the assignment or transfer of such FCC Licenses is inte- gral to the Secured Parties’ realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Grantors to comply with the provisions of this section and that such failure would not be adequately compensable in damages, and therefore agree that this section may be specifically en- forced. (c) Notwithstanding anything herein or in any other Loan Document to the contrary, neither the Administrative Agent nor any other Secured Party shall, without first obtaining the approval of the FCC, take any action hereunder or under any other Security Document that would constitute or result in any assignment of an FCC License or any change of control of any Grantor if such assignment or change of control would require the approval of the FCC under applicable law (including FCC rules and regula- tions). [SIGNATURE PAGES FOLLOW]

 
[Signature Page To Guaranty And Security Agreement] CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly execut- ed and delivered as of the date first-above written. TOWNSQUARE MEDIA, INC. as Grantor By: /s/ Stuart Rosenstein Name: Stuart Rosenstein Title: Executive Vice President, Chief Financial Officer and Secretary

 
[Signature Page To Guaranty And Security Agreement] CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 BRYTON ACQUISITION COMPANY, LLC GAP BROADCASTING BURLINGTON LICENSE, LLC GAP BROADCASTING BURLINGTON, LLC GAP BROADCASTING MIDLAND-ODESSA LICENSE, LLC GAP BROADCASTING MIDLAND-ODESSA, LLC LYLA ACQUISITION COMPANY, LLC LYLA INTERMEDIATE HOLDING, LLC MILLENNIUM ATLANTIC CITY II HOLDCO, LLC REGENT LICENSEE OF CHICO, INC. REGENT LICENSEE OF ERIE, INC. REGENT LICENSEE OF FLAGSTAFF, INC. REGENT LICENSEE OF KINGMAN, INC. REGENT LICENSEE OF LAKE TAHOE, INC. REGENT LICENSEE OF LEXINGTON, INC. REGENT LICENSEE OF PALMDALE, INC. REGENT LICENSEE OF REDDING, INC. REGENT LICENSEE OF SAN DIEGO, INC. REGENT LICENSEE OF SOUTH CAROLINA, INC. REGENT LICENSEE OF WATERTOWN, INC. SPECIAL EVENTS MANAGEMENT, LLC TOWNSQUARE ACTIVE EVENTS, LLC TOWNSQUARE BEVERAGE, LLC TOWNSQUARE COMMERCE, LLC TOWNSQUARE EXPERIENTIAL, LLC TOWNSQUARE EXPOS, LLC TOWNSQUARE INTERACTIVE, LLC TOWNSQUARE LIFESTYLE EVENTS, LLC TOWNSQUARE LIVE EVENTS COLORADO, LLC TOWNSQUARE LIVE EVENTS INTERNATIONAL, LLC TOWNSQUARE LIVE EVENTS MINNESOTA, LLC TOWNSQUARE LIVE EVENTS MONTANA, LLC TOWNSQUARE LIVE EVENTS TEXAS, LLC TOWNSQUARE LIVE EVENTS WISCONSIN, LLC TOWNSQUARE LIVE EVENTS, LLC TOWNSQUARE LIVE PRODUCTIONS, LLC TOWNSQUARE MANAGEMENT COMPANY, LLC TOWNSQUARE MEDIA 2010, INC. TOWNSQUARE MEDIA ABILENE LICENSE, LLC TOWNSQUARE MEDIA ABILENE, LLC TOWNSQUARE MEDIA ACQUISITION III, LLC TOWNSQUARE MEDIA ACQUISITION IV, LLC TOWNSQUARE MEDIA AMARILLO LICENSE, LLC TOWNSQUARE MEDIA AMARILLO, LLC TOWNSQUARE MEDIA ATLANTIC CITY II LICENSE, LLC TOWNSQUARE MEDIA ATLANTIC CITY II, LLC

 
[Signature Page To Guaranty And Security Agreement] CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 TOWNSQUARE MEDIA ATLANTIC CITY III HOLDCO, LLC TOWNSQUARE MEDIA ATLANTIC CITY III LICENSE, LLC TOWNSQUARE MEDIA ATLANTIC CITY III, LLC TOWNSQUARE MEDIA ATLANTIC CITY LICENSE, LLC TOWNSQUARE MEDIA ATLANTIC CITY, LLC TOWNSQUARE MEDIA AUGUSTA WATERVILLE LICENSE, LLC TOWNSQUARE MEDIA AUGUSTA WATERVILLE, LLC TOWNSQUARE MEDIA BANGOR LICENSE, LLC TOWNSQUARE MEDIA BANGOR, LLC TOWNSQUARE MEDIA BATTLE CREEK LICENSE LLC TOWNSQUARE MEDIA BATTLE CREEK LLC TOWNSQUARE MEDIA BILLINGS LICENSE, LLC TOWNSQUARE MEDIA BILLINGS, LLC TOWNSQUARE MEDIA BINGHAMPTON LICENSE, LLC TOWNSQUARE MEDIA BINGHAMPTON, LLC TOWNSQUARE MEDIA BISMARCK LICENSE, LLC TOWNSQUARE MEDIA BISMARCK, LLC TOWNSQUARE MEDIA BOISE LICENSE, LLC TOWNSQUARE MEDIA BOISE, LLC TOWNSQUARE MEDIA BOZEMAN LICENSE, LLC TOWNSQUARE MEDIA BOZEMAN, LLC TOWNSQUARE MEDIA BROADCASTING, LLC TOWNSQUARE MEDIA CASPER LICENSE, LLC TOWNSQUARE MEDIA CASPER, LLC TOWNSQUARE MEDIA CEDAR RAPIDS LICENSE LLC TOWNSQUARE MEDIA CEDAR RAPIDS LLC TOWNSQUARE MEDIA CHEYENNE LICENSE, LLC TOWNSQUARE MEDIA CHEYENNE, LLC TOWNSQUARE MEDIA DANBURY LICENSE LLC TOWNSQUARE MEDIA DANBURY LLC TOWNSQUARE MEDIA DUBUQUE LICENSE, LLC TOWNSQUARE MEDIA DUBUQUE, LLC TOWNSQUARE MEDIA DULUTH LICENSE, LLC TOWNSQUARE MEDIA DULUTH, LLC TOWNSQUARE MEDIA FARIBAULT LICENSE LLC TOWNSQUARE MEDIA FARIBAULT LLC TOWNSQUARE MEDIA GRAND JUNCTION LICENSE, LLC TOWNSQUARE MEDIA GRAND JUNCTION, LLC TOWNSQUARE MEDIA KALAMAZOO LICENSE LLC TOWNSQUARE MEDIA KALAMAZOO LLC

 
[Signature Page To Guaranty And Security Agreement] CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 TOWNSQUARE MEDIA KILLEEN-TEMPLE LICENSE, LLC TOWNSQUARE MEDIA LAKE CHARLES LICENSE, LLC TOWNSQUARE MEDIA LAKE CHARLES, LLC TOWNSQUARE MEDIA LANSING LICENSE LLC TOWNSQUARE MEDIA LANSING LLC TOWNSQUARE MEDIA LARAMIE LICENSE, LLC TOWNSQUARE MEDIA LARAMIE, LLC TOWNSQUARE MEDIA LAWTON LICENSE, LLC TOWNSQUARE MEDIA LAWTON, LLC TOWNSQUARE MEDIA LICENSEE OF ALBANY AND LAFAYETTE, INC. TOWNSQUARE MEDIA LICENSEE OF PEORIA, INC. TOWNSQUARE MEDIA LICENSEE OF ST. CLOUD, INC. TOWNSQUARE MEDIA LICENSEE OF UTICA/ROME, INC. TOWNSQUARE MEDIA LUBBOCK LICENSE, LLC TOWNSQUARE MEDIA LUBBOCK, LLC TOWNSQUARE MEDIA LUFKIN LICENSE, LLC TOWNSQUARE MEDIA LUFKIN, LLC TOWNSQUARE MEDIA MISSOULA LICENSE, LLC TOWNSQUARE MEDIA MISSOULA, LLC TOWNSQUARE MEDIA MONMOUTH-OCEAN LICENSE, LLC TOWNSQUARE MEDIA MONMOUTH-OCEAN, LLC TOWNSQUARE MEDIA NEW BEDFORD LICENSE, LLC TOWNSQUARE MEDIA NEW BEDFORD, LLC TOWNSQUARE MEDIA ODESSA-MIDLAND II LICENSE, LLC TOWNSQUARE MEDIA ODESSA-MIDLAND II, LLC TOWNSQUARE MEDIA ODESSA-MIDLAND LICENSE, LLC TOWNSQUARE MEDIA ODESSA-MIDLAND, LLC TOWNSQUARE MEDIA OF ALBANY AND LAFAYETTE, INC. TOWNSQUARE MEDIA OF ALBANY, INC. TOWNSQUARE MEDIA OF BUFFALO, INC. TOWNSQUARE MEDIA OF EL PASO, INC. TOWNSQUARE MEDIA OF EVANSVILLE/OWENSBORO, INC. TOWNSQUARE MEDIA OF FLINT, INC. TOWNSQUARE MEDIA OF FT. COLLINS AND GRAND RAPIDS, LLC TOWNSQUARE MEDIA OF FT. COLLINS, INC. TOWNSQUARE MEDIA OF GRAND RAPIDS, INC.

 
[Signature Page To Guaranty And Security Agreement] CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 TOWNSQUARE MEDIA OF KILLEEN-TEMPLE, INC. TOWNSQUARE MEDIA OF LAFAYETTE, LLC TOWNSQUARE MEDIA OF MIDWEST, LLC TOWNSQUARE MEDIA OF PRESQUE ISLE, INC. TOWNSQUARE MEDIA OF ST. CLOUD, INC. TOWNSQUARE MEDIA OF UTICA/ROME, INC. TOWNSQUARE MEDIA ONEONTA LICENSE, LLC TOWNSQUARE MEDIA ONEONTA, LLC TOWNSQUARE MEDIA POCATELLO LICENSE, LLC TOWNSQUARE MEDIA POCATELLO, LLC TOWNSQUARE MEDIA PORTLAND LICENSE LLC TOWNSQUARE MEDIA PORTLAND LLC TOWNSQUARE MEDIA PORTSMOUTH LICENSE LLC TOWNSQUARE MEDIA PORTSMOUTH LLC TOWNSQUARE MEDIA POUGHKEEPSIE LICENSE, LLC TOWNSQUARE MEDIA POUGHKEEPSIE, LLC TOWNSQUARE MEDIA PRESQUE ISLE LICENSE, LLC TOWNSQUARE MEDIA QUAD CITIES LICENSE LLC TOWNSQUARE MEDIA QUAD CITIES LLC TOWNSQUARE MEDIA QUINCY-HANNIBAL LICENSE, LLC TOWNSQUARE MEDIA QUINCY-HANNIBAL, LLC TOWNSQUARE MEDIA ROCHESTER LICENSE LLC TOWNSQUARE MEDIA ROCHESTER LLC TOWNSQUARE MEDIA ROCKFORD LICENSE LLC TOWNSQUARE MEDIA ROCKFORD LLC TOWNSQUARE MEDIA SAN ANGELO LICENSE, LLC TOWNSQUARE MEDIA SAN ANGELO, LLC TOWNSQUARE MEDIA SEDALIA LICENSE, LLC TOWNSQUARE MEDIA SEDALIA, LLC TOWNSQUARE MEDIA SHELBY LICENSE, LLC TOWNSQUARE MEDIA SHELBY, LLC TOWNSQUARE MEDIA SHREVEPORT LICENSE, LLC TOWNSQUARE MEDIA SHREVEPORT, LLC TOWNSQUARE MEDIA SIOUX FALLS LICENSE, LLC TOWNSQUARE MEDIA SIOUX FALLS, LLC TOWNSQUARE MEDIA TEXARKANA LICENSE, LLC TOWNSQUARE MEDIA TEXARKANA, LLC TOWNSQUARE MEDIA TRENTON LICENSE, LLC TOWNSQUARE MEDIA TRENTON, LLC

 
[Signature Page To Guaranty And Security Agreement] CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 TOWNSQUARE MEDIA TRI-CITIES LICENSE, LLC TOWNSQUARE MEDIA TRI-CITIES, LLC TOWNSQUARE MEDIA TUSCALOOSA LICENSE, LLC TOWNSQUARE MEDIA TUSCALOOSA, LLC TOWNSQUARE MEDIA TWIN FALLS LICENSE, LLC TOWNSQUARE MEDIA TWIN FALLS, LLC TOWNSQUARE MEDIA TYLER LICENSE, LLC TOWNSQUARE MEDIA TYLER, LLC TOWNSQUARE MEDIA VICTORIA LICENSE, LLC TOWNSQUARE MEDIA VICTORIA, LLC TOWNSQUARE MEDIA WATERLOO LICENSE LLC TOWNSQUARE MEDIA WATERLOO LLC TOWNSQUARE MEDIA WEST CENTRAL HOLDINGS, LLC TOWNSQUARE MEDIA WEST CENTRAL INTERMEDIATE HOLDINGS, LLC TOWNSQUARE MEDIA WEST CENTRAL RADIO BROADCASTING, LLC TOWNSQUARE MEDIA WICHITA FALLS LICENSE, LLC TOWNSQUARE MEDIA WICHITA FALLS, LLC TOWNSQUARE MEDIA YAKIMA LICENSE, LLC TOWNSQUARE MEDIA YAKIMA, LLC TOWNSQUARE MMN, LLC TOWNSQUARE NEW JERSEY HOLDCO, LLC TOWNSQUARE NEXT, LLC TOWNSQUARE RADIO HOLDINGS, LLC TOWNSQUARE RADIO, INC. TOWNSQUARE RADIO, LLC ZADER ACQUISITION COMPANY LLC Guarantors, as Grantor By: /s/ Stuart Rosenstein Name: Stuart Rosenstein Title: Executive Vice President, Chief Financial Officer and Secretary

 
[Signature Page To Guaranty And Security Agreement] CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 ACCEPTED AND AGREED as of the date first above written: ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent By: /s/ Rodica Dutka Name: Rodica Dutka Title: Manager, Agency

 
A1-1 CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 ANNEX 1 TO GUARANTY AND SECURITY AGREEMENT1 FORM OF PLEDGE AMENDMENT This PLEDGE AMENDMENT, dated as of ___________ __, 20__, is delivered pursuant to Sec- tion 8.6 of the Guaranty and Security Agreement, dated as of April 1, 2015, by Townsquare Media, Inc. (the “Borrower”), the undersigned Grantor and the other Affiliates of the Borrower from time to time par- ty thereto as Grantors in favor of Royal Bank of Canada, as administrative agent and collateral agent for the Secured Parties referred to therein (as amended, restated, amended and restated, supplemented or oth- erwise 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 and 4.5 of the Guaranty and Security Agreement is true and correct and as of the date hereof as if made on and as of such date. [GRANTOR] By: Name: Title: 1 To be used for pledge of Additional Pledged Collateral by existing Grantor.

 
A1-2 CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 Annex 1-A PLEDGED STOCK ISSUER CLASS CERTIFICATE NO(S). PAR VALUE NUMBER OF SHARES, UNITS OR INTERESTS PLEDGED DEBT INSTRUMENTS ISSUER DESCRIPTION OF DEBT CERTIFICATE NO(S). FINAL MATURITY PRINCIPAL AMOUNT

 
A1-3 CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 ACKNOWLEDGED AND AGREED as of the date first above written: ROYAL BANK OF CANADA as Administrative Agent By: Name: Title:

 
A2-1 CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 ANNEX 2 TO GUARANTY AND SECURITY AGREEMENT FORM OF JOINDER AGREEMENT This JOINDER AGREEMENT, dated as of __________ __, 20__, is delivered pursuant to Sec- tion 8.6 of the Guaranty and Security Agreement, dated as of April 1, 2015, by Townsquare Media, Inc. (the “Borrower”) and the Affiliates of the Borrower from time to time party thereto as Grantors in favor of Royal Bank of Canada, as administrative agent and collateral agent for the Secured Parties referred to therein (as amended, restated, amended and 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 Agree- ment 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 Se- cured 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 Col- lateral 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 2-A is hereby added to the information set forth in Sched- ules 1 through 6 to the Guaranty and Security Agreement. The information included in the perfection certificate attached hereto as Annex 2-B is hereby added to the information set forth in the corresponding schedules to the Perfection Certificate most recently delivered, either on the Closing Date or pursuant to Section 6.1(e) of the Credit 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 2-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 Se- cured 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 on and as the date hereof as if made on and as of such date. IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly execut- ed and delivered as of the date first above written. [ADDITIONAL GRANTOR] By: Name: Title:

 
A2-2 CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 ACKNOWLEDGED AND AGREED as of the date first above written: [EACH GRANTOR PLEDGING ADDITIONAL COLLATERAL] By: Name: Title: ROYAL BANK OF CANADA as Administrative Agent By: Name: Title:

 
A2-A-1 CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 Annex 2-A SUPPLEMENTAL SECURITY AGREEMENT SCHEDULES [See attached]

 
A2-B-1 CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 Annex 2-B SUPPLEMENTAL PERFECTION CERTIFICATE [See attached]

 
A3-1 CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 ANNEX 3 TO GUARANTY AND SECURITY AGREEMENT FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT2 THIS [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT, dated as of __________ __, 20__, is made by each of the entities listed on the signature pages hereof (each a “Gran- tor” and, collectively, the “Grantors”), in favor of Royal Bank of Canada (“Royal Bank”), as administra- tive 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). W I T N E S S E T H: WHEREAS, pursuant to the Credit Agreement, dated as of April 1, 2015 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders and Royal Bank, as Administrative Agent for the Lenders, the Lenders have severally agreed to provide term loans to the Borrower upon the terms and subject to the conditions set forth therein; WHEREAS, each Grantor (other than the Borrower) has agreed, pursuant to a Guaranty and Se- curity Agreement of even date herewith in favor of the Administrative Agent (the “Guaranty and Security Agreement”), to guarantee the Obligations (as defined in the Credit Agreement) of the Borrower; and WHEREAS, all of the Grantors are party to the Guaranty and Security Agreement pursuant to which the Grantors are 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 Admin- istrative Agent to enter into the Credit Agreement and to induce the Lenders to provide their respective term loans to the Borrower thereunder, each Grantor hereby agrees with the Administrative Agent as fol- lows: Section 1. Defined Terms. Capitalized terms used herein (including the recitals hereof) without definition are used as defined in the Guaranty and Security Agreement. Section 2. Grant of Security Interest in [Copyright] [Trademark) [Patent] 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 Secured Obligations of such 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 securi- ty interest in, all of its right, title and interest in, to and under the following Collateral of such Grantor (the “[Copyright] [Patent] [Trademark] Collateral”): (a) [all of its Copyrights providing for the grant by or to such Grantor of any right under any Copyright, including, without limitation, those Copyrights referred to on Schedule 1 hereto; 2 Separate agreements should be executed relating to each Grantor’s respective Copyrights, Pa- tents, and Trademarks.

 
A3-2 CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 (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 providing for the grant by or to such Grantor of any right under any Patent, including, without limitation, those Patents referred to on Schedule 1 hereto; (b) all reissues, reexaminations, continuations, continuations-in-part, division- als, 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 providing for the grant by or to such Grantor of any right under any Trademark, including, without limitation, those Trademarks 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.] 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 inter- est granted to the Administrative Agent pursuant to the Guaranty and Security Agreement and each Gran- tor 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 incor- porated by reference herein as if fully set forth herein. Section 4. Grantor Remains Liable. Each Grantor hereby agrees that, anything herein to the contrary notwithstanding, such Grantor shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with their [Copyrights] [Patents] [Trademarks] subject to a security interest hereunder.

 
A3-3 CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 Section 5. 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 6. 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]

 
A3-4 [SIGNATURE PAGE TO [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT] CG&R Draft Last Saved: 03/31/2015 12:23 pm 18525483v6 IN WITNESS WHEREOF, each Grantor has caused this [Copyright] [Patent] [Trademark] Se- curity 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: ROYAL BANK OF CANADA as Administrative Agent By: Name: Title:

 


IMMEDIATE RELEASE
TOWNSQUARE MEDIA ANNOUNCES
SUCCESSFUL COMPLETION OF REFINANCING

Company Expects to Realize Annual Interest Expense
Savings of Approximately $11 million

Greenwich, CT - April 1, 2015 - Townsquare Media, Inc. (NYSE: TSQ) (the “Company”) today announced the closing of an offering of $300 million in aggregate principal amount of its 6.500% senior notes due 2023 (the “Notes”). The Company today also announced it has entered into a new $325 million senior secured credit facility, including a new seven-year, $275 million term loan facility (the “New Term Loan Facility”) and a new five-year, $50 million revolving credit facility (the “New Revolving Credit Facility” and, together with the New Term Loan Facility, the “New Senior Secured Credit Facility”). The initial per annum interest rate applicable to the New Term Loan Facility is 4.25%, based on current LIBOR levels, a 1.00% LIBOR floor and an applicable margin of 325 basis points. The per annum interest rate applicable to the New Revolving Credit Facility is based on current LIBOR levels (or an alternative base rate) and an applicable margin of 250 basis points however, the New Revolving Credit Facility was undrawn at close.

Net proceeds from the offering of the Notes and the borrowings under the New Term Loan Facility, together with cash on hand, were used to complete the Company’s previously announced redemption of the outstanding 9.00% senior notes due 2019, in aggregate principal amount of $410.9 million, issued by Townsquare Radio, LLC and Townsquare Radio, Inc., two of the Company’s wholly-owned subsidiaries, and to entirely repay all amounts outstanding under its existing senior secured credit facilities, including both the term loan and revolving credit facility.

Based on forward LIBOR levels, the Company expects annual interest expense of approximately $31.2 million, representing annual savings of approximately $11 million as compared to annual interest expense payable in respect of the existing senior notes and the existing senior secured credit facilities, based on principal balances outstanding as of December 31, 2014.

The Notes were offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell the Notes, nor a solicitation for an offer to purchase the Notes.

About Townsquare Media, Inc.
Townsquare Media, Inc. is an integrated and diversified media and entertainment and digital marketing services company that owns and operates market leading radio stations, digital and social properties and live events serving small and mid-sized markets across the United States, delivering national scale and expertise to the communities it serves on a local level. The Company owns and operates 311 radio stations, over 325 search engine and mobile-optimized local websites and approximately 500 live events serving 66 small and mid-sized U.S. markets, making Townsquare Media the third largest owner of radio stations in the United States by number of radio stations owned. The Company supplements its local offerings with the nationwide reach of its owned, operated and affiliated music and entertainment websites, which, on a combined basis, attracted the largest audience among music-focused digital advertising networks as of December 2014 as well as certain large scale live events. For more information, please visit www.townsquaremedia.com .

Forward Looking Statements
Statements in this press release that are not historical are forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon management’s current beliefs and expectations and are subject to uncertainty and changes in circumstances. They contain words such as “believe,” “intend,” “expect” and “anticipate” and include statements about expectations for the Company’s operations, markets, products, services, financial results and other risk factors discussed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including under the “Risk Factors” section in the Company’s most recent Form 10-K and other SEC filings. Unless otherwise required by applicable laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information or future developments.

Investor Relations
Alex Berkett
(203) 900-5555
investors@townsquaremedia.com

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